Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 21, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35074 | |
Entity Registrant Name | SUMMIT HOTEL PROPERTIES, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 27-2962512 | |
Entity Address, Address Line One | 13215 Bee Cave Parkway, Suite B-300 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78738 | |
City Area Code | 512 | |
Local Phone Number | 538-2300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 106,895,912 | |
Entity Central Index Key | 0001497645 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | INN | |
Security Exchange Name | NYSE | |
Series E Cumulative Redeemable Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series E Cumulative Redeemable Preferred Stock, $0.01 par value | |
Trading Symbol | INN-PE | |
Security Exchange Name | NYSE | |
5.875% Series F Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series F Cumulative Redeemable Preferred Stock, $0.01 par value | |
Trading Symbol | INN-PF | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Investment in hotel properties, net | $ 2,882,143 | $ 2,091,973 |
Undeveloped land | 1,500 | 1,500 |
Assets held for sale, net | 425 | 425 |
Cash and cash equivalents | 72,617 | 64,485 |
Restricted cash | 18,628 | 32,459 |
Right-of-use assets, net | 35,416 | 26,942 |
Trade receivables, net | 23,512 | 14,476 |
Prepaid expenses and other | 15,266 | 24,496 |
Deferred charges, net | 7,353 | 4,347 |
Other assets | 19,021 | 3,799 |
Total assets | 3,075,881 | 2,264,902 |
Liabilities: | ||
Debt, net of debt issuance costs | 1,468,341 | 1,069,797 |
Lease liabilities, net | 25,753 | 17,232 |
Accounts payable | 5,901 | 4,462 |
Accrued expenses and other | 94,623 | 66,219 |
Total liabilities | 1,594,618 | 1,157,710 |
Commitments and contingencies (Note 11) | ||
Redeemable non-controlling interests | 50,223 | 0 |
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized: | ||
Common stock, $0.01 par value per share, 500,000,000 shares authorized, 106,893,912 and 106,337,724 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 1,069 | 1,063 |
Additional paid-in capital | 1,230,848 | 1,225,184 |
Accumulated other comprehensive income (loss) | 15,533 | (15,639) |
Accumulated deficit and distributions in excess of retained earnings | (271,951) | (262,639) |
Total stockholders’ equity | 975,603 | 948,073 |
Non-controlling interests | 455,437 | 159,119 |
Total equity | 1,431,040 | 1,107,192 |
Total liabilities, redeemable non-controlling interests and equity | 3,075,881 | 2,264,902 |
6.25% Series E Preferred Stock | ||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized: | ||
Preferred stock | 64 | 64 |
5.875% Series F Preferred Stock | ||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized: | ||
Preferred stock | $ 40 | $ 40 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 106,893,912 | 106,337,724 |
Common stock, shares outstanding (in shares) | 106,893,912 | 106,337,724 |
6.25% Series E Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 6,400,000 | |
Preferred stock, dividend rate | 6.25% | 6.25% |
Preferred stock, shares issued (in shares) | 6,400,000 | 6,400,000 |
Preferred stock, shares outstanding (in shares) | 6,400,000 | 6,400,000 |
Preferred stock, aggregate liquidation preference | $ 160,861 | $ 160,861 |
5.875% Series F Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 4,000,000 | |
Preferred stock, dividend rate | 5.875% | 5.875% |
Preferred stock, shares issued (in shares) | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding (in shares) | 4,000,000 | 4,000,000 |
Preferred stock, aggregate liquidation preference | $ 100,506 | $ 100,506 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Revenues | $ 178,252 | $ 110,686 | $ 503,369 | $ 255,064 |
Expenses: | ||||
Property taxes, insurance and other | 13,373 | 10,679 | 40,036 | 32,573 |
Depreciation and amortization | 38,130 | 25,893 | 112,462 | 79,776 |
Corporate general and administrative | 6,532 | 6,099 | 23,743 | 18,283 |
Hotel acquisition and transaction costs | 56 | 0 | 737 | 3,849 |
Recoveries of credit losses | (850) | (2,632) | (1,100) | (2,632) |
Loss on impairment of assets | 0 | 4,361 | 0 | 4,361 |
Total expenses | 161,017 | 105,663 | 462,799 | 286,959 |
(Loss) gain on disposal of assets, net | (5) | 0 | 20,479 | 81 |
Operating income (loss) | 17,230 | 5,023 | 61,049 | (31,814) |
Other income (expense): | ||||
Interest expense | (17,645) | (10,817) | (46,202) | (32,567) |
Other (expense) income, net | (416) | 2,250 | 3,099 | 7,777 |
Total other expense, net | (18,061) | (8,567) | (43,103) | (24,790) |
(Loss) income from continuing operations before income taxes | (831) | (3,544) | 17,946 | (56,604) |
Income tax expense (Note 13) | (210) | (695) | (4,647) | (1,075) |
Net (loss) income | (1,041) | (4,239) | 13,299 | (57,679) |
Less - Loss (income) attributable to non-controlling interests | 5,148 | (265) | (4,481) | 3,118 |
Net income (loss) attributable to Summit Hotel Properties, Inc. before preferred dividends and distributions | 4,107 | (4,504) | 8,818 | (54,561) |
Less - Distributions and accretion of redeemable non-controlling interests | (656) | 0 | (1,866) | 0 |
Less - Preferred dividends | (3,968) | (3,750) | (11,906) | (11,168) |
Premium on redemption of preferred stock | 0 | (2,710) | 0 | (2,710) |
Net loss attributable to common stockholders | $ (517) | $ (10,964) | $ (4,954) | $ (68,439) |
Loss per share: | ||||
Basic (in dollars per share) | $ 0 | $ (0.10) | $ (0.05) | $ (0.66) |
Diluted (in dollars per share) | $ 0 | $ (0.10) | $ (0.05) | $ (0.66) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 105,232 | 104,548 | 105,110 | 104,441 |
Diluted (in shares) | 105,232 | 104,548 | 105,110 | 104,441 |
Room | ||||
Revenues: | ||||
Revenues | $ 160,133 | $ 102,521 | $ 455,747 | $ 235,761 |
Expenses: | ||||
Cost of goods and services sold | 37,525 | 22,186 | 101,718 | 52,320 |
Food and beverage | ||||
Revenues: | ||||
Revenues | 8,854 | 2,097 | 22,180 | 4,656 |
Expenses: | ||||
Cost of goods and services sold | 7,060 | 1,476 | 17,187 | 3,000 |
Other | ||||
Revenues: | ||||
Revenues | 9,265 | 6,068 | 25,442 | 14,647 |
Expenses: | ||||
Cost of goods and services sold | 54,883 | 34,713 | 154,871 | 88,672 |
Management fees | ||||
Expenses: | ||||
Cost of goods and services sold | $ 4,308 | $ 2,888 | $ 13,145 | $ 6,757 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (1,041) | $ (4,239) | $ 13,299 | $ (57,679) |
Other comprehensive income, net of tax: | ||||
Changes in fair value of derivative financial instruments | 16,707 | 2,265 | 33,716 | 9,830 |
Comprehensive income (loss) | 15,666 | (1,974) | 47,015 | (47,849) |
Comprehensive loss (income) attributable to non-controlling interests | 2,974 | (267) | (7,025) | 3,104 |
Comprehensive income (loss) attributable to Summit Hotel Properties, Inc. | 18,640 | (2,241) | 39,990 | (44,745) |
Distributions and accretion on redeemable non-controlling interests | (656) | 0 | (1,866) | 0 |
Preferred dividends | (3,968) | (3,750) | (11,906) | (11,168) |
Premium on redemption of preferred stock | 0 | (2,710) | 0 | (2,710) |
Comprehensive income (loss) attributable to common stockholders | $ 14,016 | $ (8,701) | $ 26,218 | $ (58,623) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity and Redeemable Non-controlling Interests - USD ($) $ in Thousands | Total | Total Shareholders’ Equity | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit and Distributions | Non-controlling Interests |
Beginning balance at Dec. 31, 2020 | $ 0 | |||||||
Ending balance at Sep. 30, 2021 | $ 0 | |||||||
Beginning preferred shares outstanding (in shares) at Dec. 31, 2020 | 9,400,000 | |||||||
Beginning common shares outstanding (in shares) at Dec. 31, 2020 | 105,708,787 | 105,708,787 | ||||||
Beginning balance at Dec. 31, 2020 | $ 1,052,063 | $ 988,742 | $ 94 | $ 1,057 | $ 1,197,320 | $ (30,716) | $ (179,013) | $ 63,321 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net proceeds from sale of preferred stock (in shares) | 4,000,000 | |||||||
Net proceeds from sale of preferred stock | 96,617 | 96,617 | $ 40 | 96,577 | ||||
Contributions by non-controlling interest in joint venture | $ 101,673 | 16,444 | 16,444 | 85,229 | ||||
Common stock redemption of common units (in shares) | 31,945 | 31,945 | ||||||
Common stock redemption of common units | $ 0 | 207 | 232 | (25) | (207) | |||
Purchase of capped call options | (21,131) | (21,131) | (21,131) | |||||
Redemption of preferred stock (in shares) | (3,000,000) | |||||||
Redemption of preferred stock | (75,000) | (75,000) | $ (30) | (72,260) | (2,710) | |||
Common dividends and distributions | (11,125) | (11,080) | (11,080) | (45) | ||||
Equity-based compensation (in shares) | 860,633 | |||||||
Equity-based compensation | $ 5,861 | 5,853 | $ 9 | 5,844 | 8 | |||
Shares acquired for employee withholding requirements (in shares) | (155,605) | (155,605) | ||||||
Shares acquired for employee withholding requirements | $ (1,602) | (1,602) | $ (2) | (1,600) | ||||
Other comprehensive income | 9,830 | 9,816 | 9,816 | 14 | ||||
Net income (loss) | $ (57,679) | (54,561) | (54,561) | (3,118) | ||||
Ending preferred shares outstanding (in shares) at Sep. 30, 2021 | 10,400,000 | |||||||
Ending common shares outstanding (in shares) at Sep. 30, 2021 | 106,445,760 | 106,445,760 | ||||||
Ending balance at Sep. 30, 2021 | $ 1,099,507 | 954,305 | $ 104 | $ 1,064 | 1,221,426 | (20,925) | (247,364) | 145,202 |
Beginning balance at Jun. 30, 2021 | 0 | |||||||
Ending balance at Sep. 30, 2021 | 0 | |||||||
Beginning preferred shares outstanding (in shares) at Jun. 30, 2021 | 9,400,000 | |||||||
Beginning common shares outstanding (in shares) at Jun. 30, 2021 | 106,416,315 | |||||||
Beginning balance at Jun. 30, 2021 | 1,065,722 | 936,599 | $ 94 | $ 1,064 | 1,195,002 | (23,161) | (236,400) | 129,123 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net proceeds from sale of preferred stock (in shares) | 4,000,000 | |||||||
Net proceeds from sale of preferred stock | 96,617 | 96,617 | $ 40 | 96,577 | ||||
Contributions by non-controlling interest in joint venture | 16,000 | 0 | 0 | 16,000 | ||||
Common stock redemption of common units (in shares) | 29,445 | |||||||
Common stock redemption of common units | 0 | 190 | 217 | (27) | (190) | |||
Redemption of preferred stock (in shares) | (3,000,000) | |||||||
Redemption of preferred stock | (75,000) | (75,000) | $ (30) | (72,260) | (2,710) | |||
Common dividends and distributions | (3,750) | (3,750) | (3,750) | 0 | ||||
Equity-based compensation | 1,892 | 1,890 | 1,890 | 2 | ||||
Other comprehensive income | 2,265 | 2,263 | 2,263 | 2 | ||||
Net income (loss) | $ (4,239) | (4,504) | (4,504) | 265 | ||||
Ending preferred shares outstanding (in shares) at Sep. 30, 2021 | 10,400,000 | |||||||
Ending common shares outstanding (in shares) at Sep. 30, 2021 | 106,445,760 | 106,445,760 | ||||||
Ending balance at Sep. 30, 2021 | $ 1,099,507 | 954,305 | $ 104 | $ 1,064 | 1,221,426 | (20,925) | (247,364) | 145,202 |
Beginning balance at Dec. 31, 2021 | 0 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Redeemable non-controlling interests in operating partnership issued for the acquisition of a portfolio of hotel properties | 50,000 | |||||||
Adjustment of redeemable non-controlling interests to redemption value | 1,866 | |||||||
Common dividends and distributions | (1,643) | |||||||
Ending balance at Sep. 30, 2022 | $ 50,223 | |||||||
Beginning preferred shares outstanding (in shares) at Dec. 31, 2021 | 10,400,000 | |||||||
Beginning common shares outstanding (in shares) at Dec. 31, 2021 | 106,337,724 | 106,337,724 | ||||||
Beginning balance at Dec. 31, 2021 | $ 1,107,192 | 948,073 | $ 104 | $ 1,063 | 1,225,184 | (15,639) | (262,639) | 159,119 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Adjustment of redeemable non-controlling interests to redemption value | (1,866) | (1,866) | (1,866) | |||||
Net proceeds from sale of preferred stock | 157,513 | 157,513 | ||||||
Contributions by non-controlling interest in joint venture | $ 211,040 | 1,218 | 1,218 | 209,822 | ||||
Common stock redemption of common units (in shares) | 5,000 | 5,000 | ||||||
Common stock redemption of common units | $ 0 | 50 | $ 1 | 49 | (50) | |||
Common dividends and distributions | (4,997) | (4,358) | (4,358) | (639) | ||||
Preferred dividends and distributions | (11,989) | (11,906) | (11,906) | (83) | ||||
Sale of non-controlling interests in joint venture | 674 | 674 | ||||||
Joint venture partner distributions | (77,903) | (77,903) | ||||||
Equity-based compensation (in shares) | 811,988 | |||||||
Equity-based compensation | $ 7,070 | 7,070 | $ 7 | 7,063 | ||||
Shares acquired for employee withholding requirements (in shares) | (260,800) | (260,800) | ||||||
Shares acquired for employee withholding requirements | $ (2,455) | (2,455) | $ (2) | (2,453) | ||||
Other | (254) | (213) | (213) | (41) | ||||
Other comprehensive income | 33,716 | 31,172 | 31,172 | 2,544 | ||||
Net income (loss) | $ 13,299 | 8,818 | 8,818 | 4,481 | ||||
Ending preferred shares outstanding (in shares) at Sep. 30, 2022 | 10,400,000 | |||||||
Ending common shares outstanding (in shares) at Sep. 30, 2022 | 106,893,912 | 106,893,912 | ||||||
Ending balance at Sep. 30, 2022 | $ 1,431,040 | 975,603 | $ 104 | $ 1,069 | 1,230,848 | 15,533 | (271,951) | 455,437 |
Beginning balance at Jun. 30, 2022 | 50,223 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Adjustment of redeemable non-controlling interests to redemption value | 656 | |||||||
Common dividends and distributions | (656) | |||||||
Ending balance at Sep. 30, 2022 | 50,223 | |||||||
Beginning preferred shares outstanding (in shares) at Jun. 30, 2022 | 10,400,000 | |||||||
Beginning common shares outstanding (in shares) at Jun. 30, 2022 | 106,894,011 | |||||||
Beginning balance at Jun. 30, 2022 | 1,435,066 | 964,675 | $ 104 | $ 1,069 | 1,229,660 | 1,000 | (267,158) | 470,391 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Adjustment of redeemable non-controlling interests to redemption value | (656) | (656) | (656) | |||||
Contributions by non-controlling interest in joint venture | 20 | 20 | ||||||
Common stock redemption of common units (in shares) | 5,000 | |||||||
Common stock redemption of common units | 0 | 50 | $ 1 | 49 | (50) | |||
Common dividends and distributions | (4,915) | (4,276) | (4,276) | (639) | ||||
Preferred dividends and distributions | (3,968) | (3,968) | (3,968) | 0 | ||||
Joint venture partner distributions | (11,270) | (11,270) | ||||||
Equity-based compensation (in shares) | (5,099) | |||||||
Equity-based compensation | 1,230 | 1,230 | $ (1) | 1,231 | ||||
Other | (133) | (92) | (92) | 0 | (41) | |||
Other comprehensive income | 16,707 | 14,533 | 14,533 | 2,174 | ||||
Net income (loss) | $ (1,041) | 4,107 | 4,107 | (5,148) | ||||
Ending preferred shares outstanding (in shares) at Sep. 30, 2022 | 10,400,000 | |||||||
Ending common shares outstanding (in shares) at Sep. 30, 2022 | 106,893,912 | 106,893,912 | ||||||
Ending balance at Sep. 30, 2022 | $ 1,431,040 | $ 975,603 | $ 104 | $ 1,069 | $ 1,230,848 | $ 15,533 | $ (271,951) | $ 455,437 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ 13,299 | $ (57,679) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 112,462 | 79,776 |
Deferred finance cost amortization | 4,238 | 3,239 |
Loss on impairment of assets | 0 | 4,361 |
Recoveries of credit losses | (1,100) | (2,632) |
Equity-based compensation | 7,070 | 5,861 |
Gain on disposal of assets | (20,479) | (81) |
Non-cash interest income | (113) | (779) |
Debt transaction costs | 1,166 | 160 |
Other | 303 | 326 |
Changes in operating assets and liabilities: | ||
Trade receivables, net | (9,755) | (2,434) |
Prepaid expenses and other | (4,828) | 3,130 |
Accounts payable | (244) | 2,051 |
Accrued expenses | 33,662 | 14,990 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 135,681 | 50,289 |
INVESTING ACTIVITIES | ||
Acquisitions of hotel and other properties | (281,074) | (33,170) |
Improvements and additions to hotel properties | (48,772) | (10,659) |
Proceeds from asset dispositions, net of closing costs | 73,758 | 0 |
Escrow deposits for acquisitions | 0 | (635) |
Funding of real estate loans | (2,167) | (7,416) |
Repayments of real estate loans | 850 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (257,405) | (51,880) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 486,500 | 318,500 |
Principal payments on debt | (468,874) | (350,916) |
Proceeds from the sale of non-controlling interests | 674 | 0 |
Purchases of capped calls for convertible senior notes | 0 | (21,131) |
Redemption of preferred shares | 0 | (75,000) |
Proceeds from equity offerings, net of issuance costs | 0 | 96,617 |
Financing fees on debt and other issuance costs | (7,203) | (9,062) |
Common dividends paid | (5,174) | 0 |
Preferred dividends | (13,632) | (11,213) |
Contributions by joint venture partner to acquire a portfolio of hotels | 204,092 | 101,673 |
Distributions to joint venture partner | (77,903) | 0 |
Repurchase of common shares for withholding requirements | (2,455) | (1,602) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 116,025 | 47,866 |
Net change in cash, cash equivalents and restricted cash | (5,699) | 46,275 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Beginning of period | 96,944 | 38,896 |
End of period | $ 91,245 | $ 85,171 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS General Summit Hotel Properties, Inc. (the “Company”) is a self-managed hotel investment company that was organized on June 30, 2010 as a Maryland corporation. The Company holds both general and limited partnership interests in Summit Hotel OP, LP (the “Operating Partnership”), a Delaware limited partnership also organized on June 30, 2010. Unless the context otherwise requires, “we,” “us,” and “our” refer to the Company and its consolidated subsidiaries. We primarily focus on owning premium-branded hotel properties with efficient operating models primarily in the Upscale segment of the lodging industry. At September 30, 2022, our portfolio consisted of 102 hotel properties with a total of 15,323 guestrooms located in 24 states. As of September 30, 2022, we own 100% of the outstanding equity interests in 61 of our 102 hotel properties. We own a 51% controlling interest in 39 hotel properties through a joint venture that was formed in July 2019 with GIC (the “GIC Joint Venture”), Singapore’s sovereign wealth fund. We also own a 90% controlling interest in two hotel properties that we acquired in June 2022 through another joint venture (the "Brickell Joint Venture"). We have elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. To qualify as a REIT, we cannot operate or manage our hotel properties. Accordingly, all of our hotel properties are leased to our taxable REIT subsidiaries (“TRS Lessees”). In January and March 2022, the Operating Partnership and the GIC Joint Venture closed on a transaction with NewcrestImage Holdings, LLC, a Delaware limited liability company, and NewcrestImage Holdings II, LLC, a Delaware limited liability company (together, “NewcrestImage”), to purchase from NewcrestImage a portfolio of 27 hotel properties, containing an aggregate of 3,709 guestrooms, and two parking structures, containing 1,002 spaces and various financial incentives for an aggregate purchase price of $822.0 million (the "NCI Transaction"). In June 2022, the Operating Partnership exercised an option to acquire a 90% equity interest in the AC Hotel by Marriott and Element Miami Brickell Hotel in Miami, FL. (together the "AC/Element Hotel") based on a gross hotel option exercise price of $89.0 million (the "Brickell Transaction"). See "Note 3 - Investment in Hotel Properties, net" for further information. Risks and Uncertainties Beginning in March 2020, we experienced the negative effects of the novel coronavirus, designated as COVID-19 (“COVID-19”) and its variants (collectively, the "Pandemic"), which had a significant negative effect on the U.S. and global economies, including a rapid and sharp decline in all forms of travel, both domestic and international, and a significant decline in hotel demand. As such, we experienced a substantial decline in our revenues, profitability and cash flows from operations during the years ended December 31, 2020 and 2021. Additionally, there has been a sharp increase in inflation and interest rates during the nine months ended September 30, 2022. The extended effects of the Pandemic and macroeconomic conditions may result in additional risks and uncertainties related to our business and our ability to recover to pre-Pandemic levels and beyond. During the three and nine months ended September 30, 2022, we experienced significant improvement in our business, driven primarily by leisure travel and to a lesser extent modest improvement in other demand segments, including corporate and group. We anticipate that continued improvement in operating trends will be dependent on continued strength in leisure travel and a recovery of business travel. More broadly, continued growth in operating results is dependent upon a continuation in the recovery of travel, further dissipation of concerns related to the Pandemic, geopolitical stability, moderating inflation, a normalized labor market, and maintaining a high-quality portfolio aligned with evolving guest preferences. For additional information related to the effects of the Pandemic on our business, please see our Annual Report on Form 10-K for the year ended December 31, 2021. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation We prepare our Condensed Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenues and expenses in the reporting period. Actual results could differ from those estimates. As interim statements, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation in accordance with GAAP have been included. Results for the three and nine months ended September 30, 2022 may not be indicative of the results that may be expected for the full year of 2022. For further information, please read the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying Condensed Consolidated Financial Statements consolidate the accounts of all entities in which we have a controlling financial interest, as well as variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. We evaluate joint venture partnerships to determine if they should be consolidated based on whether the partners exercise joint control. For a joint venture where we exercise primary control and we also own a majority of the equity interests, we consolidate the joint venture partnership. We have consolidated the accounts of our joint venture partnerships in our accompanying Condensed Consolidated Financial Statements. See "Note 9 - Non-controlling Interests and Redeemable Non-controlling Interests" for further information. Non-controlling Interests Non-controlling interests represent the portion of equity in a consolidated entity held by owners other than the consolidating parent. Non-controlling interests are reported in the Condensed Consolidated Balance Sheets within equity, separately from stockholders’ equity. Revenues, expenses and net income attributable to both the Company and the non-controlling interests are reported in the Condensed Consolidated Statements of Operations. Our Condensed Consolidated Financial Statements include non-controlling interests related to common units of limited partnership interests (“Common Units”) in the Operating Partnership held by unaffiliated third parties and third-party minority ownership interests in our joint ventures. Redeemable Non-controlling Interests Redeemable non-controlling interests represent redeemable preferred units issued by our Operating Partnership ("Redeemable Preferred Units") in connection with the NCI Transaction (see "Note 3 - Investments in Hotel Properties, net" for additional information). The Redeemable Preferred Units are presented as temporary equity related to our Operating Partnership on our Condensed Consolidated Balance Sheets under the caption of "Redeemable Non-controlling Interests." See "Note 9 - Non-controlling Interests and Redeemable Non-controlling Interests" for further information. We record Redeemable non-controlling interests at fair value on the issuance date of the securities. When the carrying value (the acquisition date fair value adjusted for the non-controlling interest’s share of net income (loss) and dividends) is less than the redemption value, we adjust the redeemable non-controlling interest to equal the redemption value with changes recognized as an adjustment to Accumulated deficit and distributions in excess of retained earnings. Any such adjustment, when necessary, is recorded as of the applicable balance sheet date. Trade Receivables and Credit Policies We grant credit to qualified customers, generally without collateral, in the form of trade accounts receivable. Trade receivables result from the rental of hotel guestrooms and the sales of food, beverage, and banquet services and are payable under normal trade terms. Trade receivables also include credit and debit card transactions that are in the process of being settled. Trade receivables are stated at the amount billed to the customer and do not accrue interest. We regularly review the collectability of our trade receivables. A provision for losses is determined on the basis of previous loss experience and current economic conditions. Our allowance for doubtful accounts was $0.1 million at September 30, 2022 and $0.2 million at December 31, 2021. Bad debt expense was $0.1 million for both the three months ended September 30, 2022 and 2021, and $0.2 million and $0.3 million for the nine months ended September 30, 2022 and 2021, respectively. Earnings Per Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. We apply the two-class method of computing earnings (loss) per share, which requires the calculation of separate earnings (loss) per share amounts for participating securities. Under the two-class computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. Any anti-dilutive securities are excluded from the basic per-share calculation. Diluted EPS is computed by dividing net income (loss) available to common stockholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation. Basic and diluted loss per share for the three and nine month periods ended September 30, 2022 and 2021 are calculated as Net loss attributable to common stockholders for each respective period divided by weighted average common shares outstanding for each respective period as all other securities are antidilutive. Potentially dilutive shares include unvested restricted share grants, unvested performance share grants, common shares issuable upon conversion of convertible debt and common shares issuable upon conversion of Common Units of our Operating Partnership. Use of Estimates Our Condensed Consolidated Financial Statements are prepared in conformity with GAAP, which requires us to make estimates based on assumptions about current and, for some estimates, future economic and market conditions that affect reported amounts and related disclosures in our Condensed Consolidated Financial Statements. Although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could materially differ from our expectations, which could materially affect our expectations for our consolidated financial position and results of operations. Reclassifications Certain amounts at December 31, 2021 related to intangible assets totaling approximately $3.5 million and accumulated amortization of approximately $1.0 million have been reclassified within Investments in Hotel Properties, net to conform to the current period presentation. New Accounting Standards In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, Reference Rate Reform (Topic 848) |
INVESTMENT IN HOTEL PROPERTIES,
INVESTMENT IN HOTEL PROPERTIES, NET | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
INVESTMENT IN HOTEL PROPERTIES, NET | INVESTMENT IN HOTEL PROPERTIES, NET Investment in Hotel Properties, net Investment in hotel properties, net is as follows (in thousands): September 30, 2022 December 31, 2021 Hotel buildings and improvements $ 2,849,985 $ 2,127,782 Land 378,105 323,276 Furniture, fixtures and equipment 259,731 167,245 Construction in progress 44,263 18,321 Intangible assets 39,954 10,834 Real estate development loan (1) — 27,595 3,572,038 2,675,053 Less accumulated depreciation (689,895) (583,080) $ 2,882,143 $ 2,091,973 (1) During the year ended December 31, 2019, we executed a mezzanine loan to provide financing of $29.9 million for a mixed-use development project that includes the AC/Element Hotel with 264 guestrooms, retail space, and parking. In connection with the mezzanine loan, we had an option to purchase a 90% equity interest in the AC/Element Hotel (the "Initial Purchase Option") upon completion of construction, which occurred in December 2021. The mezzanine loan was classified as Investment in hotel properties, net in our Condensed Consolidated Balance Sheets at December 31, 2021. See "Note 4 - Investment in Real Estate Loans" for further information. In June 2022, the balance of the mezzanine loan was extinguished with the exercise of the Initial Purchase Option to acquire the AC/Element Hotel as part of the Brickell Transaction described below. Hotel Property Acquisitions NCI Transaction During the quarter ended March 31, 2022, the Operating Partnership and the GIC Joint Venture closed on the NCI Transaction for the acquisition of a portfolio of 27 hotel properties, containing an aggregate of 3,709 guestrooms, and two parking structures, containing 1,002 spaces, and various financial incentives for an aggregate purchase price of $822.0 million, paid in the form of 15,864,674 Common Units (deemed value of $10.0853 per unit), 2,000,000 preferred units of limited partnership of the Operating Partnership newly designated as 5.25% Series Z Cumulative Perpetual Preferred Units (Liquidation Preference $25 Per Unit) (the “Series Z Preferred Units”), a cash draw of $410.0 million from a term loan entered into by subsidiaries of the Joint Venture, the assumption by a subsidiary of the Joint Venture of approximately $6.5 million in PACE loan debt, $5.9 million of cash contributed to escrow in the prior year by GIC, as a limited partner in the Joint Venture, and approximately $185.2 million cash contributed by GIC at closing. GIC also contributed to the Joint Venture an additional $18.5 million in cash for estimated pre-acquisition costs related to the NCI Transaction, a portion of which was distributed to the Operating Partnership as reimbursement for transaction costs paid by the Operating Partnership. We valued the Common Units and Series Z Preferred Units at fair market value on the closing dates of the NCI Transaction, which resulted in us recording the issued Common Units and Series Z Preferred Units at $157.5 million and $50.0 million, respectively. The Common Units were recorded at the closing prices of our Common Stock on the closing dates since the Common Units are redeemable for shares of our Common Stock on a 1:1 basis. We estimated the fair value of the Series Z Preferred Units based on the features and stated dividend coupon of the Series Z Preferred Units relative to similar securities with more readily determinable market values. We recorded the Series Z Preferred Units at their redemption value of $50.0 million which approximates fair value on the closing dates. Our Joint Venture assumed $335.2 million of debt in connection with the NCI Transaction and immediately repaid $328.7 million of the assumed debt on the closing date using proceeds from borrowings on the Joint Venture Term Loan (as described below). We recorded debt assumed in connection with the NCI Transaction at its face amount, which approximated fair market value on the closing date. Incentives and other intangibles include tax incentives totaling approximately $19.8 million associated with certain of the acquired hotel properties in the NCI Transaction and are being amortized over a weighted average amortization period of approximately 9.1 years, which is the period in which we expect to meet the requirements to receive payment of the tax incentives. Other intangible assets totaling approximately $3.9 million are related to key money associated with certain of the hotel properties acquired in the NCI Transaction and are being amortized over a weighted average amortization period of approximately 19.7 years, which is the remaining key money contract period with the franchisor. Brickell Transaction On June 10, 2022, we formed the Brickell Joint Venture (see "Note 9 - Non-controlling Interests and Redeemable Non-controlling Interests" ) to facilitate the exercise of our Initial Purchase Option to acquire a 90% equity interest in the AC/Element Hotel. The exercise price of the Initial Purchase Option was $89.0 million and was primarily funded with the conversion of the mezzanine loan of $29.9 million to equity, $7.9 million in cash and the assumption of debt. A summary of the hotel properties acquired during the nine months ended September 30, 2022 is as follows (in thousands): Date Acquired Franchise/Brand Location Guestrooms Purchase January 13, 2022 Portfolio of properties - twenty-six hotel properties and two parking garages (1) Various 3,533 $ 767,056 March 23, 2022 Canopy Hotels by Hilton (1) New Orleans, LA 176 56,000 June 10, 2022 AC/Element Hotel (2) Miami (Brickell), FL 264 94,522 3,973 $917,578 (1) On January 13, 2022, we acquired a portfolio of twenty-six hotels and two parking garages for an aggregate purchase price of $767.1 million. The hotels acquired included 21 hotels and two parking garages in Texas, two hotels in Louisiana and three hotels in Oklahoma under the following brands: Marriott (13), Hilton (7), Hyatt (4), and IHG (2). On March 23, 2022, we acquired the Canopy New Orleans upon completion of its construction for a purchase price of $56.0 million. (2) The purchase price of the AC/Element Hotel was based on the exercise price of the Initial Purchase Option of $89.0 million. The transaction included the assumption of $47.0 million of debt resulting in a net consideration payment requirement of $42.0 million. We paid 90% of the required net consideration with the conversion of our $29.9 million mezzanine loan into equity and a cash payment of $7.9 million. The carrying amount of our Initial Purchase Option of $2.8 million is also included in the total amount allocated to the assets acquired. The Brickell Joint Venture partner’s non-controlling interest of $6.9 million represents 10% of the fair value of the net assets on the transaction date, determined by a third-party valuation expert based on discounted forecasted future cash flows of the net assets acquired. We also incurred $0.6 million of transaction costs. The result is a total amount allocated to the assets acquired of $95.1 million plus an intangible asset totaling $2.0 million related to the assumption of the franchises for the hotel properties and a related key money liability. The allocation of the aggregate purchase prices to the relative fair values of the assets and liabilities acquired for the above asset acquisitions is as follows (in thousands): Land $ 67,175 Hotel buildings and improvements 751,720 Incentives and other intangibles 25,642 Furniture, fixtures and equipment 82,353 Other assets 5,318 Total assets acquired (1) 932,208 Less debt assumed (382,205) Less lease liabilities assumed (5,100) Less other liabilities (6,233) Net assets acquired $ 538,670 (1) The total consideration paid for the acquisitions of $925.8 million includes capitalized transaction costs $3.6 million and deferred financing costs of $4.6 million. Total assets acquired is based on the purchase price of $917.6 million, transaction costs of $3.6 million and intangible assets totaling $11.0 million acquired outside of escrow. All hotel purchases completed in 2022 were deemed to be the acquisition of assets. Therefore, acquisition costs related to these transactions have been capitalized as part of the recorded amount of the acquired assets. On July 9, 2021, the Company acquired the 110-guestroom Residence Inn by Marriott in Steamboat Springs, CO for $33.0 million through its joint venture with GIC, of which the Company owns 51%. Asset Sales In May 2022, the GIC Joint Venture completed the sale of a 169-guestroom Hilton Garden Inn San Francisco Airport North in San Francisco, CA for a gross selling price of $75.0 million. The sale of this property resulted in a net gain of $20.5 million to the GIC Joint Venture. Assets Held for Sale Assets Held for Sale at September 30, 2022 and December 31, 2021 include a land parcel in Flagstaff, AZ. Intangible Assets Intangible assets, net is as follows (in thousands): September 30, 2022 December 31, 2021 Indefinite-lived Intangible assets: Air rights $ 10,754 $ 10,754 Other 80 80 10,834 10,834 Finite-lived intangible assets: Tax incentives 19,750 — Key money 9,370 — 29,120 — Intangible assets 39,954 10,834 Less accumulated amortization (4,104) — Intangible assets, net $ 35,850 $ 10,834 We recorded amortization expense related to intangible assets of approximately $1.0 million and $3.0 million for the three and nine months ended September 30, 2022, respectively. We did not record any amortization expense related to intangible assets for the three and nine months ended September 30, 2021. Future amortization expense related to intangible assets is as follows (in thousands): 2022 $ 1,083 2023 4,331 2024 4,296 2025 1,625 2026 1,625 Thereafter 12,056 $ 25,016 During the year ended December 31, 2019, we executed a mezzanine loan to provide financing of $29.9 million for a mixed-use development project that includes the AC/Element Hotel with 264 guestrooms, retail space, and parking. In connection with the mezzanine loan, we had an option to purchase a 90% equity interest in the AC/Element Hotel (the "Initial Purchase Option") upon completion of construction, which occurred in December 2021. The mezzanine loan was classified as Investment in hotel properties, net in our Condensed Consolidated Balance Sheets at December 31, 2021. See "Note 4 - Investment in Real Estate Loans" for further information. In June 2022, the balance of the mezzanine loan was extinguished with the exercise of the Initial Purchase Option to acquire the AC/Element Hotel as part of the Brickell Transaction described below. |
INVESTMENT IN REAL ESTATE LOANS
INVESTMENT IN REAL ESTATE LOANS | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
INVESTMENT IN REAL ESTATE LOANS | INVESTMENT IN REAL ESTATE LOANS Investment in real estate loans, net is as follows (in thousands): September 30, 2022 December 31, 2021 Real estate loans $ 1,500 $ 2,350 Allowance for credit losses (1,250) (2,350) $ 250 $ — The amortized cost bases of our Investment in real estate loans, net approximate their fair values. Seller-Financing Loans On June 29, 2018, we sold the Holiday Inn in Duluth, GA and the Hilton Garden Inn in Duluth, GA for an aggregate selling price of $24.9 million. We provided seller financing totaling $3.6 million on the sale of these properties under two, 3.5 year second mortgage notes with a blended interest rate of 7.38% that are further collateralized by a personal guarantee from the principal of the borrower. During the year ended December 31, 2020, we recorded an allowance for credit losses in an amount equal to the outstanding balance of the loans due to a borrower default caused by the negative effects of the Pandemic. On June 1, 2021, we amended the terms of the seller-financing loans and extended the maturity date of each loan to December 31, 2022. Under the amended loan terms, interest is accruing at a rate of 9.00% monthly, including 5.00% payable in cash and 4.00% paid-in-kind. Semiannual principal payments of $0.3 million began on April 15, 2022. On September 15, 2022, we received a $0.6 million payment to repay one of the two loans in full. On September 15, 2022, we amended the terms of the seller-financing loans and extended the maturity date of the remaining loan to December 31, 2023. On October 26, 2022, we received a scheduled $0.3 million principal payment from the borrower on the remaining outstanding loan. The outstanding principal of the remaining seller-financing loan as of October 26, 2022 is $1.3 million. The outstanding principal balance of the seller-financing loan continues to be fully reserved pending further consistent performance by the borrower under the modified terms of the loan. Real Estate Development Loans During the year ended December 31, 2019, we executed a mezzanine loan to fund up to $28.9 million for a mixed-use development project that includes the AC/Element Hotel, retail space, and parking. In December 2021, we modified the loan agreement to increase our funding commitment by $1.0 million. We completed the funding of our entire $29.9 million commitment during the first half of 2022. The loan was converted to equity in June 2022 upon the exercise of our Initial Purchase Option to acquire a 90% equity interest in the AC/Element Hotel. The loan was recorded as Investment in hotel properties, net on our Consolidated Balance Sheets at December 31, 2021. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT At September 30, 2022, our indebtedness was comprised of borrowings under our 2018 Senior Credit Facility (as defined below), the 2018 Term Loan (as defined below), the GIC Joint Venture Credit Facility (as defined below), the GIC Joint Venture Term Loan (as defined below), the PACE Loan (as defined below), the Brickell Mortgage Loan (as defined below), the Convertible Notes (as defined below), and other indebtedness secured by first priority mortgage liens on various hotel properties. The weighted average interest rate, after giving effect to our interest rate derivatives, for all borrowings was 4.54% at September 30, 2022 and 3.35% at December 31, 2021. Debt, net of debt issuance costs, is as follows (in thousands): September 30, 2022 December 31, 2021 Revolving debt $ 125,000 $ 68,500 Term loans 910,000 562,000 Convertible notes 287,500 287,500 Mortgage loans 158,647 163,315 1,481,147 1,081,315 Unamortized debt issuance costs (12,806) (11,518) Debt, net of debt issuance costs $ 1,468,341 $ 1,069,797 We have entered into interest rate swaps to fix the interest rates on a portion of our variable interest rate indebtedness. See "Note 7 - Derivative Financial Instruments and Hedging" to the Condensed Consolidated Financial Statements for additional information. Our total fixed-rate and variable-rate debt, after considering our interest rate derivative agreements that are currently effective, is as follows (in thousands): September 30, 2022 Percentage December 31, 2021 Percentage Fixed-rate debt (1) $ 791,389 53% $ 842,858 78% Variable-rate debt 689,758 47% 238,457 22% $ 1,481,147 $ 1,081,315 (1) At September 30, 2022, debt related to our wholly-owned properties coupled with our pro rata share of joint venture debt results in fixed-rate debt ratio of approximately 67% of our total pro rata indebtedness when including the effect of interest rate swaps. Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands): September 30, 2022 December 31, 2021 Carrying Fair Value Carrying Fair Value Valuation Technique Convertible notes $ 287,500 $ 241,616 $ 287,500 $ 300,384 Level 1 - Market approach Fixed-rate mortgage loans 103,890 91,476 155,358 155,765 Level 2 - Market approach $ 391,390 $ 333,092 $ 442,858 $ 456,149 At September 30, 2022 and December 31, 2021, we had $400.0 million of debt with variable interest rates that had been converted to fixed interest rates through derivative financial instruments which are carried at fair value. Differences between carrying value and fair value of our fixed-rate debt are primarily due to changes in interest rates. Inherently, fixed-rate debt is subject to fluctuations in fair value as a result of changes in the current market rate of interest on the valuation date. For additional information on our use of derivatives as interest rate hedges, refer to "Note 7 - Derivative Financial Instruments and Hedging." $600 Million Senior Credit and Term Loan Facility On December 6, 2018, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into a $600.0 million senior credit facility (the “2018 Senior Credit Facility”) with Deutsche Bank AG New York Branch, as administrative agent, and a syndicate of lenders. The 2018 Senior Credit Facility is comprised of a $400.0 million revolver (the "$400 Million Revolver") and a $200.0 million term loan facility (the “$200 Million Term Loan”). The 2018 Senior Credit Facility has an accordion feature which allows the Company to increase the total commitments by an aggregate of up to $300.0 million. At September 30, 2022, our $200 Million Term Loan was fully funded and our $400 Million Revolver remains fully undrawn. Borrowings under the 2018 Senior Credit Facility are limited by the value of the Unencumbered Assets. On July 21, 2022, Bank of America, N.A. entered into successor administrative agent documentation to succeed Deutsche Bank AG New York Branch as administrative agent on the 2018 Senior Credit Facility. Amendments to the 2018 Senior Credit Facility Between May 2020 and July 2022, the Company entered into several amendments to the 2018 Senior Credit Facility (the “Credit Facility Amendments”). We entered into the most recent amendment to the 2018 Senior Credit Facility on July 21, 2022 (the "Amendment"). Under the Amendment, the requirement that we grant first lien mortgages and assignments of leases on the unencumbered assets upon any advance that would cause the total amount outstanding under the revolving credit facility to exceed $350.0 million was eliminated in its entirety. The Amendment also provides improvements to certain of the key financial covenants including eliminating the minimum liquidity covenant. At September 30, 2022, we had no borrowings outstanding on the $400 Million Revolver. Under the Amendment, the $400 Million Revolver and $200 Million Term Loan each now have two additional six-month extension options available, subject to certain conditions. The $400 Million Revolver will mature on March 31, 2023 and can be extended to March 31, 2025 at the Company’s option, subject to certain conditions. The $200 Million Term Loan will mature on April 1, 2024, and can be extended to April 1, 2025 at the Company’s option, subject to certain conditions. On July 21, 2022, the interest rate on the 2018 Senior Credit Facility was transitioned from LIBOR to the Secured Overnight Financing Rate (“SOFR”). The interest rate on the 2018 Senior Credit Facility is based on a pricing grid ranging from 140 basis points to 240 basis points plus SOFR plus a 10 basis point credit spread adjustment for the $400 Million Revolver and 135 basis points to 235 basis points plus SOFR plus a 10 basis point credit spread adjustment for the $200 Million Term Loan, depending on the Company's leverage ratio. For purposes of the $400 Million Revolver and the 2018 Senior Credit Facility, SOFR is subject to a floor of 25 basis points. The Credit Facility Amendments require the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that own all properties included in the unencumbered asset pool supporting the facility (“Unencumbered Properties”), as well as the equity interests in the TRS lessees related to such Unencumbered Properties until the borrower meets certain conditions for their release. The Credit Facility Amendments also permitted the Company to complete the Convertible Notes Offering (defined below), the Series F preferred shares offering (defined below), and close on the NCI Transaction and enter into equity transactions and indebtedness related thereto. Term Loans 2018 Term Loan On February 15, 2018, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a subsidiary guarantor, entered into a $225.0 million term loan (the “2018 Term Loan”) with KeyBank National Association, as administrative agent, and a syndicate of lenders listed in the loan documentation, which is fully drawn as of September 30, 2022. The 2018 Term Loan has an accordion feature that allows us to increase the total commitments by $150.0 million prior to the maturity date of February 14, 2025, subject to certain conditions. Amendments to the 2018 Term Loan Between May 2020 and July 2022, the Company entered into several amendments to the First Amended and Restated Credit Agreement (the “2018 Term Loan Amendments”). The amendments to the 2018 Term Loan are substantially the same as the Credit Facility Amendments described above related to the 2018 Senior Credit Facility. There was no modification to the maturity date of the 2018 Term Loan. We pay interest on advances at varying rates, based upon, at our option, either (i) daily, 1-, 3-, or 6-month SOFR (subject to a floor of 25 basis points), plus a SOFR adjustment equal to 10 basis points and an applicable margin between 1.35% and 2.15%, depending upon our leverage ratio (as defined in the loan documents). We are required to pay other fees, including customary arrangement and administrative fees. The interest rate at September 30, 2022 was 5.29%, without taking into consideration our interest rate swaps. Financial and Other Covenants . We are required to comply with various financial and other covenants to draw and maintain borrowings under the 2018 Term Loan. The 2018 Term Loan Amendments provide that certain financial and other covenants under the 2018 Term Loan were waived or adjusted. The waivers and adjustments are the same as under the amendments to the Company’s 2018 Senior Credit Facility. At September 30, 2022, we were in compliance with all financial covenants. Unencumbered Assets . The 2018 Term Loan Amendments require the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that own the Unencumbered Properties, as well as the equity interests in the TRS lessees related to such Unencumbered Properties until the borrower meets certain conditions for the release of such pledges. Borrowings under the 2018 Term Loan are limited by the value of the Unencumbered Assets. 2017 Term Loan On September 26, 2017, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a subsidiary guarantor, entered into a $225.0 million term loan (the "2017 Term Loan") with KeyBank National Association, as administrative agent, and a syndicate of lenders listed in the loan documentation. The 2017 Term Loan had an original maturity date of November 2022. In May 2022, we repaid in full the balance of the 2017 Term Loan of $62.0 million with our share of the proceeds from the sale of the 169-guestroom Hilton Garden Inn San Francisco Airport North in San Francisco, CA, along with cash on hand, and formally terminated the facility. Convertible Senior Notes and Capped Call Options On January 7, 2021, we entered into an underwriting agreement (the “Convertible Notes Offering”) pursuant to which the Company agreed to offer and sell $287.5 million aggregate principal amount of 1.50% convertible senior notes due 2026 (the “Convertible Notes"). The net proceeds from the Convertible Notes Offering, after deducting underwriting discounts and commissions and offering expenses payable by the Company (including net proceeds from the full exercise by the underwriters of their over-allotment option to purchase additional Convertible Notes), were approximately $280.0 million before consideration of the Capped Call Transactions (as described below). These proceeds were used to pay the cost of the Capped Call Transactions and to partially repay outstanding obligations under the 2018 Senior Credit Facility and 2017 Term Loan. The Convertible Notes bear interest at a rate of 1.50% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The Convertible Notes will mature on February 15, 2026 (the “Maturity Date”), unless earlier converted, purchased or redeemed. Prior to August 15, 2025, the Convertible Notes will be convertible only upon certain circumstances and during certain periods. On or after August 15, 2025 and through the Maturity Date, holders may convert any of their Convertible Notes into shares of the Company’s common stock, at the applicable conversion rate at any time prior to the close of business on the second scheduled trading day prior to the Maturity Date, unless the Convertible Notes have been previously purchased or redeemed by the Company. The Company recorded coupon interest expense of $1.1 million for each of the three months ended September 30, 2022 and 2021. For the nine months ended September 30, 2022 and 2021, the Company recorded coupon interest expense of $3.2 million and $3.1 million, respectively. The Company incurred debt issuance costs related to the Convertible Notes Offering of $7.6 million of which $0.4 million was amortized for each of the three months ended September 30, 2022 and 2021, and $1.1 million was amortized for each of the nine months ended September 30, 2022 and 2021. Including the amortization of the debt issuance costs, the current effective interest rate on the Convertible Notes was approximately 2.00% for the nine months ended September 30, 2022 and 2021. The initial conversion rate of the Convertible Notes is 83.4028 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of $11.99 per share of common stock based on the 37.5% base conversion premium on the reference price of $8.72 per share. In no event will the conversion rate exceed 114.6788 shares of common stock per $1,000 principal amount of Convertible Notes, subject to certain adjustments defined in the Convertible Notes Offering. Commensurate with the declaration of dividends on our Common Stock and Common Units on August 31, 2022, the conversion rate of the Convertible Notes was adjusted to 83.7764 shares of Common Stock per $1,000 principal amount of Convertible Notes. On January 7, 2021, in connection with the pricing of the Convertible Notes, and on January 8, 2021, in connection with the full exercise by the Underwriters of their option to purchase additional Convertible Notes pursuant to the Underwriting Agreement, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters or their respective affiliates and another financial institution (the “Capped Call Counterparties”). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of shares of common stock underlying the Convertible Notes. The Capped Call Transactions are generally expected to reduce the potential dilution to holders of shares of common stock upon conversion of the Convertible Notes or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction or offset subject to a cap. The effective strike price of the Capped Call Transactions was initially $15.26, which represented a premium of 75.0% over the last reported sale price of our common stock on the New York Stock Exchange on January 7, 2021, and is subject to certain adjustments under the terms of the Capped Call transactions. The current strike price is $15.19 due to the adjustments related to the dividends paid during the third quarter of 2022. MetaBank Loan On June 30, 2017, Summit Meta 2017, LLC (“SM-17”), a subsidiary of our Operating Partnership, entered into a $47.6 million secured, non-recourse loan with MetaBank (the "MetaBank Loan"). The MetaBank Loan provides for a fixed interest rate of 4.44%, amortizes over 25 years, and matures on July 1, 2027. The MetaBank Loan is secured by three hotel properties and is subject to a prepayment penalty if prepaid prior to April 1, 2027. In or around December 2021, MetaBank sold the MetaBank Loan to Bayside MB CRE Loans, LLC (“Bayside”). On October 25, 2022, SM-17 received a letter from Bayside’s counsel alleging various events of default under the MetaBank Loan, primarily related to certain non-monetary covenants and further alleging that default interest is accruing as a result. SM-17 disputes that such events of default have occurred and has engaged counsel to evaluate such allegations. Mortgage Loans At September 30, 2022 and December 31, 2021, we had mortgage loans totaling $158.6 million and $163.3 million, respectively, that are secured primarily by first mortgage liens on 10 and 16 hotel properties, respectively. On August 30, 2022, we entered into agreements to fully defease three commercial mortgage-backed securities ("CMBS") mortgage loans totaling $54.9 million by placing into trust an amount sufficient to cover future principal and interest payments. The defeasance resulted in the nine hotel properties that collateralized the three CMBS mortgage loans becoming unencumbered. The defeasance was recorded as an extinguishment of the debt since we have been fully released from liability under the CMBS mortgage loans. As part of the transaction, we incurred transaction costs of $0.6 million that were recorded as debt transaction costs as Other (loss) income, net in our Statement of Operations for the three months ended September 30, 2022. We will no longer be obligated to make future interest payments of approximately $1.3 million between the defeasance date and maturity date, and $20.1 million of restricted cash reserves were returned to us. We also expensed $0.1 million of unamortized deferred financing costs related to the defeased CMBS mortgage loans as debt transaction costs during the three months ended September 30, 2022. GIC Joint Venture Credit Facility On October 8, 2019, Summit JV MR 1, LLC (the “Borrower”), as borrower, and Summit Hospitality JV, LP (the “Parent” or "GIC Joint Venture"), as parent of the Borrower, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a $200.0 million credit facility (the “GIC Joint Venture Credit Facility”) with Bank of America, N.A., as administrative agent and sole initial lender, and BofA Securities, Inc., as sole lead arranger and sole bookrunner. The Operating Partnership and the Company are not borrowers or guarantors of the GIC Joint Venture Credit Facility. The GIC Joint Venture Credit Facility is guaranteed by all of the Borrower’s existing and future subsidiaries, subject to certain exceptions. The GIC Joint Venture Credit Facility is comprised of a $125.0 million revolving credit facility (the “$125 Million Revolver”) and a $75.0 million term loan (the “$75 Million Term Loan”). The GIC Joint Venture Credit Facility has an accordion feature which allows us to increase the total commitments by up to $300.0 million, for aggregate potential borrowings of up to $500.0 million on the GIC Joint Venture Credit Facility. At September 30, 2022, we had $125.0 million outstanding under the $125 Million Revolver. The $125 Million Revolver and the $75 Million Term Loan will mature on October 8, 2023. Each can be extended for a single twelve-month period at the Borrower's option, subject to certain conditions. Interest is paid on revolving credit advances at varying rates based upon, at the Borrower's option, either (i) 1-, 2-, 3-, or 6-month LIBOR, plus a margin of 2.15% for Eurodollar rate advances, or (ii) LIBOR, plus a margin of 2.15% for LIBOR floating rate advances. The interest rate at September 30, 2022 was 5.29%. The applicable margin for a term loan advance shall be five basis points less than revolving credit advances referenced above. The GIC Joint Venture Credit Facility has been amended to accommodate the transition from LIBOR to SOFR, when LIBOR is no longer available. At September 30, 2022, we were in compliance with all financial covenants. Amendments to $200 Million GIC Joint Venture Credit Facility On June 18, 2020, the Company entered into a Second Amendment to Credit Agreement related to the GIC Joint Venture Credit Facility (“Second Amendment”). The Second Amendment resulted in waivers or adjustments to certain financial and other covenants under the GIC Joint Venture Credit Facility, which are described in the Current Report on Form 8-K filed by the Company on June 24, 2020. On April 29, 2021, the Borrower, Parent, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a Third Amendment to Credit Agreement concerning the GIC Joint Venture Credit Facility (the “GIC Joint Venture Amendment”). Certain financial and other covenants under the GIC Joint Venture Credit Facility were waived or adjusted as follows: • Increase of the Maximum Leverage Ratio through the initial maturity date; • Increase of the Borrowing Base Leverage through the initial maturity date; During the covenant waiver period, the applicable margin was increased to 230 basis points and 225 basis points for the $125 million Revolver and $75 million Term Loan, respectively. The covenant waiver period has expired so the applicable margin has reverted to 215 basis points and 210 basis points for the $125 million Revolver and $75 million Term Loan, respectively. Borrowing Base Assets . The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the Borrower's equity interests in the subsidiaries that hold 11 assets financed by the facility, and the related TRS entities, which wholly own the TRS Lessees that lease each of the borrowing base assets. There are currently 11 hotel properties deemed borrowing base assets. GIC Joint Venture Term Loan In connection with the NCI Transaction, on January 13, 2022, Summit JV MR 2, LLC, Summit JV MR 3, LLC and Summit NCI NOLA BR 184, LLC (each of which is a subsidiary of the GIC Joint Venture, and are collectively, the “Borrowers”), the GIC Joint Venture, as parent guarantor, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a $410.0 million senior secured term loan facility (the “GIC Joint Venture Term Loan”) with Bank of America, N.A., as administrative agent and initial lender, Wells Fargo Bank, National Association, as syndication agent and an initial lender, and BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Neither the Operating Partnership nor the Company are borrowers or guarantors of the GIC Joint Venture Term Loan. The GIC Joint Venture Term Loan is guaranteed by the GIC Joint Venture and all of the Borrowers’ existing and future subsidiaries, subject to certain exceptions. The GIC Joint Venture Term Loan provides for a $410.0 million term loan and has an accordion feature which permits an increase in the total commitments by up to $190.0 million, for aggregate potential borrowings of up to $600.0 million. The GIC Joint Venture Term Loan will mature on January 13, 2026 and can be extended for one 12-month period at the option of the GIC Joint Venture, subject to certain conditions. As of September 30, 2022, we had $410.0 million outstanding on the GIC Joint Venture Term Loan bearing interest at a floating rate of SOFR plus 2.86%. The interest rate at September 30, 2022 was 5.91%. Borrowing Base Assets The GIC Joint Venture Term Loan is secured primarily by a first priority pledge of the Borrowers’ equity interests in the subsidiaries that hold a direct or indirect interest in the 27 hotel properties and two parking facilities purchased in the NCI Transaction that constitute borrowing base assets. The GIC Joint Venture Term Loan contains terms, conditions and covenants for typical for similar credit facilities. For additional information concerning the GIC Joint Venture Term Loan, please see our Current Report on Form 8-K filed on January 14, 2022. PACE Loan As part of the NCI Transaction, a subsidiary of the GIC Joint Venture assumed a PACE loan of approximately $6.5 million. The loan bears fixed interest at 6.10%, has an amortization period of 20 years, and matures on July 31, 2040. The PACE loan is secured by an assessment lien imposed by the County of Tarrant, Texas for the benefit of the lender. Brickell Mortgage Loan In June 2022, the Company entered into a joint venture (the "Brickell Joint Venture") with C-F Brickell, LLC, a Delaware limited liability company that was the developer of the AC/Element Hotel ("C-F Brickell"), to facilitate the exercise of the Initial Purchase Option to acquire a 90% equity interest in the Brickell Joint Venture, which owned a 100% interest in the AC/Element Hotel. On June 10, 2022, the Brickell Joint Venture entered into a $47.0 million mortgage loan and non-recourse guaranty with City National Bank of Florida to finance the dual-branded 264-guestroom AC/Element Hotel. The City National Bank Loan provides for an interest rate equal to one-month term SOFR plus 300 basis points. Payment terms include an interest-only period through June 30, 2024 and the loan will amortize based on a 25-year schedule from July 1, 2024 through the maturity date of June 30, 2025. The City National Bank Loan is prepayable at any time without penalty. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company has operating leases related to the land under certain hotel properties, conference centers, parking spaces, automobiles, our corporate office and other miscellaneous office equipment. These leases have remaining terms of 1 year to 77 years, some of which include options to extend the leases for additional years. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. Certain of our lease agreements include rental payments based on a percentage of revenue over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or restrictive covenants that materially affect our business. In addition, we lease certain owned real estate to third parties. We recorded gross third-party tenant income of $2.4 million and $0.5 million during the three months ended September 30, 2022 and 2021, respectively, and $6.9 million and $1.5 million for the nine months ended September 30, 2022 and 2021, respectively, which were recorded in Other income in the Condensed Consolidated Statement of Operations. On January 1, 2019, the Company adopted ASC No. 842, Leases, and recognized right-of-use assets and related liabilities. The right-of-use assets and related liabilities include renewal options reasonably certain to be exercised. We base our lease calculations on our estimated incremental borrowing rate. As of September 30, 2022, our weighted average incremental borrowing rate was 4.79%. During the three months ended September 30, 2022 and 2021, the Company's total operating lease cost was $1.0 million and $0.9 million, respectively, and the operating cash outflow from operating leases was $1.0 million and $0.8 million, respectively. During the nine months ended September 30, 2022 and 2021, the Company's total operating lease cost was $3.0 million and $2.4 million, respectively, and the operating cash outflow from operating leases was $2.8 million and $2.2 million, respectively. As of September 30, 2022, the weighted average operating lease term was 33.5 years. Operating lease maturities as of September 30, 2022 are as follows (in thousands): 2022 $ 549 2023 1,942 2024 1,904 2025 1,925 2026 1,959 Thereafter 39,997 Total lease payments (1) 48,276 Less interest (22,523) Total $ 25,753 (1) Certain payments above include future increases to the minimum fixed rent based on the Consumer Price Index in effect at the initial measurement of the lease balances. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING Information about our derivative financial instruments at September 30, 2022 and December 31, 2021 is as follows (dollars in thousands): Notional Amount Fair Value Contract date Effective Date Expiration Date Average Annual Effective Fixed Rate September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021 October 2, 2017 January 29, 2018 January 31, 2023 1.98 % $ 100,000 $ 100,000 $ 623 $ (1,617) October 2, 2017 January 29, 2018 January 31, 2023 1.98 % 100,000 100,000 615 (1,629) June 11, 2018 September 28, 2018 September 30, 2024 2.87 % 75,000 75,000 2,006 (3,831) June 11, 2018 December 31, 2018 December 31, 2025 2.93 % 125,000 125,000 4,395 (8,646) July 26, 2022 January 31, 2023 January 31, 2027 2.60 % 100,000 — 4,533 — July 26, 2022 January 31, 2023 January 31, 2029 2.56 % 100,000 — 5,821 — $ 600,000 $ 400,000 $ 17,993 $ (15,723) In July 2022, we entered into two new interest rate swap agreements. One interest rate swap agreement has a notional amount of $100.0 million and an effective date of January 31, 2023 with a term of six years. Regions Bank is the counterparty and the swap provides for a fixed rate of 2.5625%. The second interest rate swap has a notional amount of $100.0 million and an effective date of January 31, 2023 with a term of four years. Capital One Bank, N.A. is the counterparty and the swap provides for a fixed rate of 2.6%. Our interest rate swaps have been designated as cash flow hedges and are valued using a market approach, which is a Level 2 valuation technique. At September 30, 2022, our six interest rate swaps were in an asset position. At December 31, 2021, all of our interest rate swaps were in a liability position. The substantial change in value related to our interest rate swaps during the first and second quarters of 2022 was due to increases in interest rates. Derivative assets related to our interest rate swaps are recorded in Other assets, and other and derivative liabilities are included in Accrued expenses and other in our Condensed Consolidated Balance Sheets. We are not required to post any collateral related to these agreements and are not in breach of any financial provisions of the agreements. Changes in the fair value of the hedging instruments are deferred in Other comprehensive income and are reclassified to Interest expense in our Condensed Consolidated Statements of Operations in the period in which the hedged item affects earnings. In the next twelve months, we estimate that $6.3 million will be reclassified from Other comprehensive income and recorded as an decrease to Interest expense. The table below details the location in the financial statements of the realized and unrealized gain or loss related to derivative financial instruments designated as cash flow hedges (in thousands): For the For the 2022 2021 2022 2021 Unrealized gain (loss) recorded in Other comprehensive income on derivative financial instruments $ 16,536 $ (138) $ 29,560 $ 2,743 Loss reclassified from Other comprehensive income to Interest expense $ (171) $ (2,403) $ (4,156) $ (7,087) Total interest expense in which the effects of cash flow hedges are recorded $ (17,645) $ (10,817) $ (46,202) $ (32,567) |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
EQUITY | EQUITY Common Stock The Company is authorized to issue up to 500,000,000 shares of common stock, $0.01 par value per share (the "Common Stock"). Each outstanding share of our Common Stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors and, except as may be provided with respect to any other class or series of stock, the holders of such shares possess the exclusive voting power. On May 9, 2022, the Company and the Operating Partnership entered into an equity distribution agreement (the “Equity Distribution Agreement”) with a group of underwriters as sales agents for the Company, principals and/or, with certain exceptions, forward sellers (collectively the “Managers”) and certain banks as forward purchasers, providing for the offer and sale of shares of the Company’s Common Stock, having a maximum aggregate offering price of up to $200,000,000 through or to the Managers, as the Company’s sales agents or, if applicable, as forward sellers, or directly to the Managers, as principals (the “2022 ATM Program”). To date, we have not sold any shares of our Common Stock under the 2022 ATM Program. Changes in Common Stock during the nine months ended September 30, 2022 and 2021 were as follows: For the Nine Months Ended 2022 2021 Beginning common shares outstanding 106,337,724 105,708,787 Common Unit redemptions 5,000 31,945 Grants under the Equity Plan 735,371 860,910 Annual grants to independent directors 84,889 60,546 Performance share and other forfeitures (8,272) (60,823) Shares retained for employee tax withholding requirements (260,800) (155,605) Ending common shares outstanding 106,893,912 106,445,760 Preferred Stock The Company is authorized to issue up to 100,000,000 shares of preferred stock, $0.01 par value per share, of which 89,600,000 is currently undesignated, 6,400,000 shares have been designated as 6.25% Series E Cumulative Redeemable Preferred Stock (the "Series E preferred shares") and 4,000,000 shares have been designated as 5.875% Series F Cumulative Redeemable Preferred Stock (the "Series F preferred shares"). The Company's outstanding shares of preferred stock (collectively, “Preferred Shares”) rank senior to our Common Stock and on parity with each other with respect to the payment of dividends and distributions of assets in the event of a liquidation, dissolution, or winding up. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption or sinking fund requirements. The Company may not redeem the Series E or Series F preferred shares prior to November 13, 2022 and August 12, 2026, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or in connection with certain changes in control. After those dates, the Company may, at its option, redeem the applicable Preferred Shares, in whole or from time to time in part, by payment of $25 per share, plus any accumulated, accrued and unpaid distributions up to, but not including, the date of redemption. If the Company does not exercise its rights to redeem the Preferred Shares upon certain changes in control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of the Company’s Common Stock based on a defined formula, subject to a share cap, or alternative consideration. The share cap on each Series E preferred share is 3.1686 shares of Common Stock and each Series F preferred share is 5.8275 shares of Common Stock, all subject to certain adjustments. The Company pays dividends at an annual rate of $1.5625 for each Series E preferred share and $1.46875 for each Series F preferred share. Dividend payments are made quarterly in arrears on or about the last day of February, May, August and November of each year. |
NON-CONTROLLING INTERESTS AND R
NON-CONTROLLING INTERESTS AND REDEEMABLE NON-CONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
NON-CONTROLLING INTERESTS AND REDEEMABLE NON-CONTROLLING INTERESTS | NON-CONTROLLING INTERESTS AND REDEEMABLE NON-CONTROLLING INTERESTS Non-controlling Interests in Operating Partnership Pursuant to the limited partnership agreement of our Operating Partnership, the unaffiliated third parties who hold Common Units in our Operating Partnership have the right to cause us to redeem their Common Units in exchange for cash based upon the fair value of an equivalent number of our shares of Common Stock at the time of redemption; however, the Company has the option to redeem Common Units with shares of our Common Stock on a one-for-one basis. The number of shares of our Common Stock issuable upon redemption of Common Units may be adjusted upon the occurrence of certain events such as share dividend payments, share subdivisions or combinations. On January 13, 2022 and March 23, 2022, in connection with the NCI Transaction, the Operating Partnership issued an aggregate of 15,864,674 Common Units as partial consideration for the purchase. At September 30, 2022 and December 31, 2021, NewcrestImage and other unaffiliated third parties owned 15,984,471 and 124,797 of Common Units of the Operating Partnership, respectively, representing approximately 13% and less than 1% of the Common Units of the Operating Partnership for each period. We classify outstanding Common Units held by unaffiliated third parties as non-controlling interests in the Operating Partnership, a component of equity in the Company’s Condensed Consolidated Balance Sheets. The portion of net income (loss) allocated to these Common Units is included on the Company’s Condensed Consolidated Statements of Operations as Net income (loss) attributable to non-controlling interests. Non-controlling Interests in Joint Ventures At September 30, 2022, the Company is a partner with a majority equity interest in two joint ventures as described below. We classify the non-controlling interests in our joint ventures as a component of equity in the Company’s Condensed Consolidated Balance Sheets. The portion of net income (losses) allocated to these non-controlling interests is included on the Company’s Condensed Consolidated Statements of Operations as Net income (losses) attributable to non-controlling interests. GIC Joint Venture In July 2019, the Company entered into a joint venture agreement with GIC, Singapore’s sovereign wealth fund, to acquire assets that align with the Company’s current investment strategy and criteria. The Company serves as general partner and asset manager of the GIC Joint Venture and intends to invest 51% of the equity capitalization of the limited partnership, with GIC investing the remaining 49%. The Company earns fees for providing services to the GIC Joint Venture and will have the potential to earn incentive fees based on the GIC Joint Venture achieving certain return thresholds. As of September 30, 2022, the GIC Joint Venture owns 39 hotel properties containing 5,414 guestrooms in nine states. The GIC Joint Venture owns the hotel properties through master real estate investment trusts (“Master REIT”) and subsidiary REITs (“Subsidiary REIT”). All of the hotel properties owned by the GIC Joint Venture are leased to taxable REIT subsidiaries of the Subsidiary REITs (“Subsidiary REIT TRSs”). To qualify as a REIT, the Master REIT and each Subsidiary REIT must meet all of the REIT requirements provided in the the Internal Revenue Code. Taxable income related to the Subsidiary REIT TRSs is subject to federal, state and local income taxes at applicable tax rates. Brickell Joint Venture In June 2022, the Company entered into the Brickell Joint Venture to facilitate the exercise of the Initial Purchase Option to acquire a 90% equity interest in the AC/Element Hotel. Our joint venture partner, C-F Brickell, owns the remaining 10% equity interest in the Brickell Joint Venture. The Company has an option to purchase the remaining 10% equity interest in the Brickell Joint Venture from C-F Brickell in December 2026 pursuant to the exercise of the Second Purchase Option at its market value on the exercise date. The Company serves as the managing member of the Brickell Joint Venture. Redeemable Non-controlling Interests In connection with the NCI Transaction, Summit Hotel GP, LLC, a wholly-owned subsidiary of the Company and the sole general partner of the Operating Partnership, on its own behalf as general partner of the Operating Partnership and on behalf of the limited partners of the Operating Partnership, on January 13, 2022, entered into the Tenth Amendment (the “Tenth Amendment”) to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, to provide for the issuance of up to 2,000,000 Series Z Preferred Units. The Series Z Preferred Units rank on a parity with the Operating |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT The following table presents information about our financial instruments measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, we classify assets and liabilities based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Disclosures concerning financial instruments measured at fair value are as follows (in thousands): Fair Value Measurements at September 30, 2022 using Level 1 Level 2 Level 3 Total Assets: Interest rate swaps $ — $ 17,993 $ — $ 17,993 Fair Value Measurements at December 31, 2021 using Level 1 Level 2 Level 3 Total Assets: Purchase option related to real estate loans (1) $ — $ — $ 2,800 $ 2,800 Liabilities: Interest rate swaps — 15,723 — 15,723 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Franchise Agreements We expensed fees related to our franchise agreements of $12.7 million and $7.7 million for the three months ended September 30, 2022 and 2021, respectively, and $35.7 million and $17.7 million for the nine months ended September 30, 2022, and 2021, respectively. Management Agreements Our hotel properties operate pursuant to management agreements with various professional third-party management companies. The terms of our management agreements range from month-to-month to twenty-five years with various extension provisions. Each management company receives a base management fee, which is a percentage of total hotel property revenues. In some cases there are also monthly fees for certain services, such as accounting, based on the number of guestrooms. Generally, there are also incentive fees based on attaining certain financial thresholds. Management fee expenses were $4.3 million and $2.9 million for the three months ended September 30, 2022 and 2021, respectively, and $13.1 million and $6.8 million for the nine months ended September 30, 2022, and 2021, respectively. Litigation We are involved from time to time in litigation arising in the ordinary course of business. There are currently no pending legal actions that we believe would have a material effect on our financial position or results of operations. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION Our currently outstanding equity-based awards were issued under the Equity Plan which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other equity-based awards or incentive awards. Stock options granted may be either incentive stock options or non-qualified stock options. Vesting terms may vary with each grant, and stock option terms are generally five Time-Based Restricted Stock Awards Made Pursuant to Our Equity Plan The following table summarizes time-based restricted stock award activity under our Equity Plan for the nine months ended September 30, 2022: Number Weighted Average Aggregate (per share) (in thousands) Non-vested at December 31, 2021 605,470 $ 9.98 $ 5,909 Granted 316,643 9.83 Vested (259,037) (10.05) Forfeited (8,272) (10.29) Non-vested at September 30, 2022 654,804 $ 9.85 $ 4,400 The awards granted to our non-executive employees prior to 2022 vest over a four-year period based on continuous service (20% on the first, second and third anniversary of the grant date and 40% on the fourth anniversary of the grant date). The awards granted to our non-executive employees in 2022 vest over a three-year period based on continuous service (25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date). The awards granted to our executive officers generally vest over a three-year period based on continuous service (25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date) or in certain circumstances upon a change in control. The holders of these awards have the right to vote their unvested restricted shares of common stock and receive all dividends declared and paid whether or not vested. The fair value of time-based restricted stock awards granted is calculated based on the market value of our common stock on the date of grant. Performance-Based Restricted Stock Awards Made Pursuant to Our Equity Plan The following table summarizes performance-based restricted stock activity under the Equity Plan for the nine months ended September 30, 2022: Number Weighted Average Aggregate (per share) (in thousands) Non-vested at December 31, 2021 1,002,866 $ 11.92 $ 9,788 Granted 306,435 12.26 Vested (302,327) (12.81) Non-vested at September 30, 2022 1,006,974 $ 11.76 $ 6,767 (1) The amounts included in this column represent the expected future value of the performance-based restricted stock awards calculated using the Monte Carlo simulation valuation model. Our performance-based restricted stock awards are market-based awards and are accounted for based on the fair value of our common stock on the grant date. The fair value of the performance-based restricted stock awards granted was estimated using a Monte Carlo simulation valuation model. These awards cliff vest on the third anniversary of the grants based on our percentile ranking within the SNL U.S. REIT Hotel Index at the end of the period or upon a change in control. The awards require continuous service during the measurement period and are subject to the other conditions described in the Equity Plan or award document. The number of shares the executive officers may earn under these awards range from zero shares to twice the number of shares granted based on our percentile ranking within the index at the end of the measurement period. In addition, a portion of the performance-based shares may be earned based on the Company's absolute total shareholder return calculated during the performance period. The holders of these grants have the right to vote the granted shares of Common Stock and any dividends declared accrue and will be subject to the same vesting conditions as the awards. Further, if additional shares are earned based on our percentile ranking within the index, dividend payments will be issued as if the additional shares had been held throughout the measurement period. Equity-Based Compensation Expense Equity-based compensation expense included in Corporate general and administrative expenses in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands): For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Time-based restricted stock $ 566 $ 891 $ 1,806 $ 2,399 Performance-based restricted stock 665 1,001 4,462 2,879 Director stock — — 802 583 $ 1,231 $ 1,892 $ 7,070 $ 5,861 We recognize equity-based compensation expense ratably over the vesting periods. The amount of expense may be subject to adjustment in future periods due to a change in the forfeiture assumptions. During the nine months ended September 30, 2022, we granted a new member of our Board of Directors 3,234 shares of fully vested shares of our Common Stock at $9.94 per share and we granted members of our Board of Directors an aggregate of 81,655 shares of fully vested shares of our Common stock at $9.43 per share. Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $9.6 million at September 30, 2022 and will be recorded as follows (in thousands): Total 2022 2023 2024 2025 Time-based restricted stock $ 4,610 $ 650 $ 2,315 $ 1,435 $ 210 Performance-based restricted stock 4,994 726 2,559 1,483 226 $ 9,604 $ 1,376 $ 4,874 $ 2,918 $ 436 The Company's former Executive Vice President and Chief Operating Officer retired in March 2022. The Company recorded $1.3 million of additional stock-based compensation expense during the period related to the modification of certain stock award agreements. This amount was comprised of $0.4 million related to time-based restricted stock awards and $0.9 million related to performance-based restricted stock awards. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES As a REIT, we generally will not be subject to corporate-level U.S. federal income tax on ordinary income and capital gains income generated by our REIT activities that we distribute to our stockholders. We are subject to federal and state income taxes on the earnings of our TRS Lessees. In addition, our Operating Partnership is subject to tax in a limited number of local and state jurisdictions. The Company recorded income tax expense of $0.2 million and $0.7 million for the three months ended September 30, 2022 and 2021, respectively. The Company recorded income tax expense of $4.6 million and $1.1 million for the nine months ended September 30, 2022 and 2021, respectively. There is variation in the quarterly income tax provision (benefit) recorded in the current year as a result of certain provisions of ASC No. 740, Income Taxes. These variations in the income tax expense (benefit) recorded in the interim periods of the current year is the result of variations in quarterly net income (loss) before taxes. Due to the effects of the Pandemic, certain of our TRS Lessees have incurred operating losses in the past and are expected to be in a cumulative loss for the foreseeable future. A cumulative loss is significant negative evidence that the realizability of our deferred tax assets at September 30, 2022 is not reasonably assured. Therefore, we have recorded a valuation allowance against substantially all our deferred tax assets at September 30, 2022. The Company files tax returns in federal and various state and local jurisdictions. In the normal course of business, we are subject to examination by federal, state, and local jurisdictions where applicable. We had no unrecognized tax benefits at September 30, 2022. We expect no significant changes in unrecognized tax benefits within the next year. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted cash consists of certain funds maintained in escrow for property taxes, insurance, and certain capital expenditures. Funds may be disbursed from the account upon proof of expenditures and approval from the lender or other party requiring the restricted cash reserves. Supplemental cash flow information for the nine months ended ended September 30, 2022 and 2021 is as follows: Nine Months Ended 2022 2021 Cash payments for interest $ 39,901 $ 29,384 Accrued acquisitions and improvements to hotel properties $ 7,458 $ 1,777 Cash payments for income taxes, net of refunds $ 2,627 $ 526 Debt assumed to complete acquisition of properties $ 382,205 $ — Assumption of leases and other assets and liabilities in connection with the acquisition of a portfolio of properties $ 9,206 $ — Conversion of a mezzanine loan to complete acquisition of hotel properties $ 29,875 $ — Exercise of purchase option to complete acquisition of hotel properties $ 2,800 $ — Non-controlling contribution to complete an acquisition of hotel properties $ 6,922 $ — Non-controlling interests in operating partnership issued to complete acquisition of a portfolio of properties $ 157,513 $ — Redeemable non-controlling interests in operating partnership issued to complete acquisition of a portfolio of properties $ 50,000 $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividends On October 28, 2022, our Board of Directors declared cash dividends of $0.390625 per share of 6.25% Series E Cumulative Redeemable Preferred Stock and $0.3671875 per share of 5.875% Series F Cumulative Redeemable Preferred Stock. The Board of Directors also declared on behalf of the Operating Partnership, a cash dividend of $0.328125 per share of the Operating Partnership's unregistered 5.25% Series Z Cumulative Perpetual Preferred Units. Our Board of Directors also declared a quarterly cash dividend of $0.04 per share on our Common Stock and per Common Unit of the Operating Partnership. These dividends are payable on November 30, 2022 to holders of record as of November 16, 2022. Acquisition On October 26, 2022, we completed the acquisition of a 90% equity interest in a joint venture that owns an 11-unit high-end glamping property for $4.5 million in cash based on a gross valuation of $5.0 million, plus additional contingent consideration limited to a maximum of $1.8 million, payable to the seller based on performance of the property for the 12-month period ending July 31, 2023. The transaction also includes the acquisition of a 90% interest in an adjacent 6.4 acre parcel of undeveloped land for an additional $0.7 million, based on a gross valuation of $0.8 million. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We prepare our Condensed Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenues and expenses in the reporting period. Actual results could differ from those estimates. As interim statements, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation in accordance with GAAP have been included. Results for the three and nine months ended September 30, 2022 may not be indicative of the results that may be expected for the full year of 2022. For further information, please read the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying Condensed Consolidated Financial Statements consolidate the accounts of all entities in which we have a controlling financial interest, as well as variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. We evaluate joint venture partnerships to determine if they should be consolidated based on whether the partners exercise joint control. For a joint venture where we exercise primary control and we also own a majority of the equity interests, we consolidate the joint venture partnership. We have consolidated the accounts of our joint venture partnerships in our accompanying Condensed Consolidated Financial Statements. See "Note 9 - Non-controlling Interests and Redeemable Non-controlling Interests" for further information. Non-controlling Interests Non-controlling interests represent the portion of equity in a consolidated entity held by owners other than the consolidating parent. Non-controlling interests are reported in the Condensed Consolidated Balance Sheets within equity, separately from stockholders’ equity. Revenues, expenses and net income attributable to both the Company and the non-controlling interests are reported in the Condensed Consolidated Statements of Operations. |
Redeemable Non-controlling Interests | Redeemable Non-controlling Interests Redeemable non-controlling interests represent redeemable preferred units issued by our Operating Partnership ("Redeemable Preferred Units") in connection with the NCI Transaction (see "Note 3 - Investments in Hotel Properties, net" for additional information). The Redeemable Preferred Units are presented as temporary equity related to our Operating Partnership on our Condensed Consolidated Balance Sheets under the caption of "Redeemable Non-controlling Interests." See "Note 9 - Non-controlling Interests and Redeemable Non-controlling Interests" for further information. We record Redeemable non-controlling interests at fair value on the issuance date of the securities. When the carrying value (the acquisition date fair value adjusted for the non-controlling interest’s share of net income (loss) and dividends) is less than the redemption value, we adjust the redeemable non-controlling interest to equal the redemption value with changes recognized as an adjustment to Accumulated deficit and distributions in excess of retained earnings. Any such adjustment, when necessary, is recorded as of the applicable balance sheet date. |
Trade Receivables and Credit Policies | Trade Receivables and Credit PoliciesWe grant credit to qualified customers, generally without collateral, in the form of trade accounts receivable. Trade receivables result from the rental of hotel guestrooms and the sales of food, beverage, and banquet services and are payable under normal trade terms. Trade receivables also include credit and debit card transactions that are in the process of being settled. Trade receivables are stated at the amount billed to the customer and do not accrue interest. We regularly review the collectability of our trade receivables. A provision for losses is determined on the basis of previous loss experience and current economic conditions. |
Earnings Per Share | Earnings Per Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. We apply the two-class method of computing earnings (loss) per share, which requires the calculation of separate earnings (loss) per share amounts for participating securities. Under the two-class computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. Any anti-dilutive securities are excluded from the basic per-share calculation. Diluted EPS is computed by dividing net income (loss) available to common stockholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation. Basic and diluted loss per share for the three and nine month periods ended September 30, 2022 and 2021 are calculated as Net loss attributable to common stockholders for each respective period divided by weighted average common shares outstanding for each respective period as all other securities are antidilutive. Potentially dilutive shares include unvested restricted share grants, unvested performance share grants, common shares issuable upon conversion of convertible debt and common shares issuable upon conversion of Common Units of our Operating Partnership. |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications Certain amounts at December 31, 2021 related to intangible assets totaling approximately $3.5 million and accumulated amortization of approximately $1.0 million have been reclassified within Investments in Hotel Properties, net to conform to the current period presentation. |
New Accounting Standards | New Accounting Standards In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, Reference Rate Reform (Topic 848) |
INVESTMENT IN HOTEL PROPERTIE_2
INVESTMENT IN HOTEL PROPERTIES, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
Schedule of Investment in Hotel Properties, Net | Investment in hotel properties, net is as follows (in thousands): September 30, 2022 December 31, 2021 Hotel buildings and improvements $ 2,849,985 $ 2,127,782 Land 378,105 323,276 Furniture, fixtures and equipment 259,731 167,245 Construction in progress 44,263 18,321 Intangible assets 39,954 10,834 Real estate development loan (1) — 27,595 3,572,038 2,675,053 Less accumulated depreciation (689,895) (583,080) $ 2,882,143 $ 2,091,973 (1) During the year ended December 31, 2019, we executed a mezzanine loan to provide financing of $29.9 million for a mixed-use development project that includes the AC/Element Hotel with 264 guestrooms, retail space, and parking. In connection with the mezzanine loan, we had an option to purchase a 90% equity interest in the AC/Element Hotel (the "Initial Purchase Option") upon completion of construction, which occurred in December 2021. The mezzanine loan was classified as Investment in hotel properties, net in our Condensed Consolidated Balance Sheets at December 31, 2021. See "Note 4 - Investment in Real Estate Loans" for further information. In June 2022, the balance of the mezzanine loan was extinguished with the exercise of the Initial Purchase Option to acquire the AC/Element Hotel as part of the Brickell Transaction described below. |
Schedule of Hotel Properties Acquired and Allocation of Aggregate Purchase Price | A summary of the hotel properties acquired during the nine months ended September 30, 2022 is as follows (in thousands): Date Acquired Franchise/Brand Location Guestrooms Purchase January 13, 2022 Portfolio of properties - twenty-six hotel properties and two parking garages (1) Various 3,533 $ 767,056 March 23, 2022 Canopy Hotels by Hilton (1) New Orleans, LA 176 56,000 June 10, 2022 AC/Element Hotel (2) Miami (Brickell), FL 264 94,522 3,973 $917,578 (1) On January 13, 2022, we acquired a portfolio of twenty-six hotels and two parking garages for an aggregate purchase price of $767.1 million. The hotels acquired included 21 hotels and two parking garages in Texas, two hotels in Louisiana and three hotels in Oklahoma under the following brands: Marriott (13), Hilton (7), Hyatt (4), and IHG (2). On March 23, 2022, we acquired the Canopy New Orleans upon completion of its construction for a purchase price of $56.0 million. (2) The purchase price of the AC/Element Hotel was based on the exercise price of the Initial Purchase Option of $89.0 million. The transaction included the assumption of $47.0 million of debt resulting in a net consideration payment requirement of $42.0 million. We paid 90% of the required net consideration with the conversion of our $29.9 million mezzanine loan into equity and a cash payment of $7.9 million. The carrying amount of our Initial Purchase Option of $2.8 million is also included in the total amount allocated to the assets acquired. The Brickell Joint Venture partner’s non-controlling interest of $6.9 million represents 10% of the fair value of the net assets on the transaction date, determined by a third-party valuation expert based on discounted forecasted future cash flows of the net assets acquired. We also incurred $0.6 million of transaction costs. The result is a total amount allocated to the assets acquired of $95.1 million plus an intangible asset totaling $2.0 million related to the assumption of the franchises for the hotel properties and a related key money liability. The allocation of the aggregate purchase prices to the relative fair values of the assets and liabilities acquired for the above asset acquisitions is as follows (in thousands): Land $ 67,175 Hotel buildings and improvements 751,720 Incentives and other intangibles 25,642 Furniture, fixtures and equipment 82,353 Other assets 5,318 Total assets acquired (1) 932,208 Less debt assumed (382,205) Less lease liabilities assumed (5,100) Less other liabilities (6,233) Net assets acquired $ 538,670 (1) The total consideration paid for the acquisitions of $925.8 million includes capitalized transaction costs $3.6 million and deferred financing costs of $4.6 million. Total assets acquired is based on the purchase price of $917.6 million, transaction costs of $3.6 million and intangible assets totaling $11.0 million acquired outside of escrow. |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net is as follows (in thousands): September 30, 2022 December 31, 2021 Indefinite-lived Intangible assets: Air rights $ 10,754 $ 10,754 Other 80 80 10,834 10,834 Finite-lived intangible assets: Tax incentives 19,750 — Key money 9,370 — 29,120 — Intangible assets 39,954 10,834 Less accumulated amortization (4,104) — Intangible assets, net $ 35,850 $ 10,834 |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net is as follows (in thousands): September 30, 2022 December 31, 2021 Indefinite-lived Intangible assets: Air rights $ 10,754 $ 10,754 Other 80 80 10,834 10,834 Finite-lived intangible assets: Tax incentives 19,750 — Key money 9,370 — 29,120 — Intangible assets 39,954 10,834 Less accumulated amortization (4,104) — Intangible assets, net $ 35,850 $ 10,834 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future amortization expense related to intangible assets is as follows (in thousands): 2022 $ 1,083 2023 4,331 2024 4,296 2025 1,625 2026 1,625 Thereafter 12,056 $ 25,016 |
INVESTMENT IN REAL ESTATE LOA_2
INVESTMENT IN REAL ESTATE LOANS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
Schedule of Investment in Real Estate Loans | Investment in real estate loans, net is as follows (in thousands): September 30, 2022 December 31, 2021 Real estate loans $ 1,500 $ 2,350 Allowance for credit losses (1,250) (2,350) $ 250 $ — |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Indebtedness | Debt, net of debt issuance costs, is as follows (in thousands): September 30, 2022 December 31, 2021 Revolving debt $ 125,000 $ 68,500 Term loans 910,000 562,000 Convertible notes 287,500 287,500 Mortgage loans 158,647 163,315 1,481,147 1,081,315 Unamortized debt issuance costs (12,806) (11,518) Debt, net of debt issuance costs $ 1,468,341 $ 1,069,797 |
Schedule of Fixed-rate and Variable-rate Debt, after Giving Effect to Interest Rate Derivative | Our total fixed-rate and variable-rate debt, after considering our interest rate derivative agreements that are currently effective, is as follows (in thousands): September 30, 2022 Percentage December 31, 2021 Percentage Fixed-rate debt (1) $ 791,389 53% $ 842,858 78% Variable-rate debt 689,758 47% 238,457 22% $ 1,481,147 $ 1,081,315 (1) At September 30, 2022, debt related to our wholly-owned properties coupled with our pro rata share of joint venture debt results in fixed-rate debt ratio of approximately 67% of our total pro rata indebtedness when including the effect of interest rate swaps. |
Schedule of Fair Value of Fixed-rate that is Debt Not Recorded at Fair Value | Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands): September 30, 2022 December 31, 2021 Carrying Fair Value Carrying Fair Value Valuation Technique Convertible notes $ 287,500 $ 241,616 $ 287,500 $ 300,384 Level 1 - Market approach Fixed-rate mortgage loans 103,890 91,476 155,358 155,765 Level 2 - Market approach $ 391,390 $ 333,092 $ 442,858 $ 456,149 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Maturity | Operating lease maturities as of September 30, 2022 are as follows (in thousands): 2022 $ 549 2023 1,942 2024 1,904 2025 1,925 2026 1,959 Thereafter 39,997 Total lease payments (1) 48,276 Less interest (22,523) Total $ 25,753 (1) Certain payments above include future increases to the minimum fixed rent based on the Consumer Price Index in effect at the initial measurement of the lease balances. |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Financial Instruments | Information about our derivative financial instruments at September 30, 2022 and December 31, 2021 is as follows (dollars in thousands): Notional Amount Fair Value Contract date Effective Date Expiration Date Average Annual Effective Fixed Rate September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021 October 2, 2017 January 29, 2018 January 31, 2023 1.98 % $ 100,000 $ 100,000 $ 623 $ (1,617) October 2, 2017 January 29, 2018 January 31, 2023 1.98 % 100,000 100,000 615 (1,629) June 11, 2018 September 28, 2018 September 30, 2024 2.87 % 75,000 75,000 2,006 (3,831) June 11, 2018 December 31, 2018 December 31, 2025 2.93 % 125,000 125,000 4,395 (8,646) July 26, 2022 January 31, 2023 January 31, 2027 2.60 % 100,000 — 4,533 — July 26, 2022 January 31, 2023 January 31, 2029 2.56 % 100,000 — 5,821 — $ 600,000 $ 400,000 $ 17,993 $ (15,723) |
Schedule of Location in Financial Statements of Gain or Loss Recognized on Derivative Financial Instruments Designated as Cash Flow Hedges | The table below details the location in the financial statements of the realized and unrealized gain or loss related to derivative financial instruments designated as cash flow hedges (in thousands): For the For the 2022 2021 2022 2021 Unrealized gain (loss) recorded in Other comprehensive income on derivative financial instruments $ 16,536 $ (138) $ 29,560 $ 2,743 Loss reclassified from Other comprehensive income to Interest expense $ (171) $ (2,403) $ (4,156) $ (7,087) Total interest expense in which the effects of cash flow hedges are recorded $ (17,645) $ (10,817) $ (46,202) $ (32,567) |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Activity | Changes in Common Stock during the nine months ended September 30, 2022 and 2021 were as follows: For the Nine Months Ended 2022 2021 Beginning common shares outstanding 106,337,724 105,708,787 Common Unit redemptions 5,000 31,945 Grants under the Equity Plan 735,371 860,910 Annual grants to independent directors 84,889 60,546 Performance share and other forfeitures (8,272) (60,823) Shares retained for employee tax withholding requirements (260,800) (155,605) Ending common shares outstanding 106,893,912 106,445,760 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Disclosures Concerning Financial Instruments Measured at Fair Value | Disclosures concerning financial instruments measured at fair value are as follows (in thousands): Fair Value Measurements at September 30, 2022 using Level 1 Level 2 Level 3 Total Assets: Interest rate swaps $ — $ 17,993 $ — $ 17,993 Fair Value Measurements at December 31, 2021 using Level 1 Level 2 Level 3 Total Assets: Purchase option related to real estate loans (1) $ — $ — $ 2,800 $ 2,800 Liabilities: Interest rate swaps — 15,723 — 15,723 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards | The following table summarizes time-based restricted stock award activity under our Equity Plan for the nine months ended September 30, 2022: Number Weighted Average Aggregate (per share) (in thousands) Non-vested at December 31, 2021 605,470 $ 9.98 $ 5,909 Granted 316,643 9.83 Vested (259,037) (10.05) Forfeited (8,272) (10.29) Non-vested at September 30, 2022 654,804 $ 9.85 $ 4,400 The following table summarizes performance-based restricted stock activity under the Equity Plan for the nine months ended September 30, 2022: Number Weighted Average Aggregate (per share) (in thousands) Non-vested at December 31, 2021 1,002,866 $ 11.92 $ 9,788 Granted 306,435 12.26 Vested (302,327) (12.81) Non-vested at September 30, 2022 1,006,974 $ 11.76 $ 6,767 (1) The amounts included in this column represent the expected future value of the performance-based restricted stock awards calculated using the Monte Carlo simulation valuation model. |
Schedule of Equity-based Compensation Expense | Equity-based compensation expense included in Corporate general and administrative expenses in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands): For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Time-based restricted stock $ 566 $ 891 $ 1,806 $ 2,399 Performance-based restricted stock 665 1,001 4,462 2,879 Director stock — — 802 583 $ 1,231 $ 1,892 $ 7,070 $ 5,861 |
Schedule of Unrecognized Equity-based Compensation Expense for all Non-vested Awards | Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $9.6 million at September 30, 2022 and will be recorded as follows (in thousands): Total 2022 2023 2024 2025 Time-based restricted stock $ 4,610 $ 650 $ 2,315 $ 1,435 $ 210 Performance-based restricted stock 4,994 726 2,559 1,483 226 $ 9,604 $ 1,376 $ 4,874 $ 2,918 $ 436 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information for the nine months ended ended September 30, 2022 and 2021 is as follows: Nine Months Ended 2022 2021 Cash payments for interest $ 39,901 $ 29,384 Accrued acquisitions and improvements to hotel properties $ 7,458 $ 1,777 Cash payments for income taxes, net of refunds $ 2,627 $ 526 Debt assumed to complete acquisition of properties $ 382,205 $ — Assumption of leases and other assets and liabilities in connection with the acquisition of a portfolio of properties $ 9,206 $ — Conversion of a mezzanine loan to complete acquisition of hotel properties $ 29,875 $ — Exercise of purchase option to complete acquisition of hotel properties $ 2,800 $ — Non-controlling contribution to complete an acquisition of hotel properties $ 6,922 $ — Non-controlling interests in operating partnership issued to complete acquisition of a portfolio of properties $ 157,513 $ — Redeemable non-controlling interests in operating partnership issued to complete acquisition of a portfolio of properties $ 50,000 $ — |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Jun. 10, 2022 USD ($) | Jul. 09, 2021 | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) hotel | Sep. 30, 2022 hotel | Sep. 30, 2022 room | Sep. 30, 2022 state | Sep. 30, 2022 | Mar. 31, 2022 room | Mar. 31, 2022 parkingStructure | Mar. 31, 2022 parkingSpace | Dec. 31, 2021 | Dec. 31, 2019 room | |
Properties | |||||||||||||
Number of states in which hotel properties are located | state | 24 | ||||||||||||
Mezzanine loans | |||||||||||||
Properties | |||||||||||||
Acquired percentage | 90% | 90% | |||||||||||
Mezzanine loans | Brickell Joint Venture | |||||||||||||
Properties | |||||||||||||
Acquired percentage | 90% | 90% | |||||||||||
Exercise price of initial purchase option | $ | $ 89 | $ 89 | |||||||||||
Hotels | |||||||||||||
Properties | |||||||||||||
Number of hotel properties | 102 | 3,973 | |||||||||||
Number of guestrooms | room | 15,323 | ||||||||||||
Hotels | Mezzanine loans | |||||||||||||
Properties | |||||||||||||
Number of hotel properties | room | 264 | ||||||||||||
Hotels | Joint Venture with GIC | NCI Transaction | |||||||||||||
Properties | |||||||||||||
Number of hotel properties | 27 | ||||||||||||
Number of guestrooms | 3,709 | 2 | 1,002 | ||||||||||
Incentives for aggregate purchase price | $ | $ 822 | ||||||||||||
Hotels | Hotels Owned Through Joint Venture | |||||||||||||
Properties | |||||||||||||
General partner, ownership interest | 51% | ||||||||||||
Hotels | Wholly owned properties | Hotel Portfolio Other Than Ones Owned Through Joint Venture | |||||||||||||
Properties | |||||||||||||
Number of hotel properties | 61 | ||||||||||||
Ownership percentage of equity interests | 100% | ||||||||||||
Hotels | Partially Owned Properties | Hotels Owned Through Joint Venture | |||||||||||||
Properties | |||||||||||||
Number of hotel properties | 39 | ||||||||||||
General partner, ownership interest | 51% | ||||||||||||
Hotels | Partially Owned Properties | Hotels Owned Through Joint Venture | Brickell Joint Venture | |||||||||||||
Properties | |||||||||||||
Number of hotel properties | 2 | ||||||||||||
Ownership percentage of equity interests | 90% |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Allowance for doubtful accounts | $ 100 | $ 100 | $ 200 | ||
Provision for credit losses | 100 | $ 100 | 200 | $ 300 | |
Investment in hotel properties, net | 2,882,143 | 2,882,143 | 2,091,973 | ||
Accumulated amortization | $ 689,895 | $ 689,895 | 583,080 | ||
Revision of Prior Period, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Investment in hotel properties, net | 3,500 | ||||
Accumulated amortization | $ 1,000 |
INVESTMENT IN HOTEL PROPERTIE_3
INVESTMENT IN HOTEL PROPERTIES, NET - Schedule of Investment in Hotel Properties (Details) $ in Thousands | Sep. 30, 2022 USD ($) | Sep. 30, 2022 hotel | Sep. 30, 2022 room | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) room |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Investment in hotel properties, at cost | $ 3,572,038 | $ 2,675,053 | ||||
Less accumulated depreciation | (689,895) | (583,080) | ||||
Investment in hotel properties, net | 2,882,143 | 2,091,973 | ||||
Hotels | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Number of hotel properties | 102 | 3,973 | ||||
Real estate development loan | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Investment in hotel properties, at cost | 0 | $ 27,595 | ||||
Mezzanine Loans | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Loans funded amount | $ 29,900 | $ 29,900 | ||||
Initial Purchase Option, ownership percentage | 90% | 90% | ||||
Mezzanine Loans | Hotels | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Number of hotel properties | room | 264 | |||||
Hotel buildings and improvements | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Investment in hotel properties, at cost | 2,849,985 | $ 2,127,782 | ||||
Land | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Investment in hotel properties, at cost | 378,105 | 323,276 | ||||
Furniture, fixtures and equipment | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Investment in hotel properties, at cost | 259,731 | 167,245 | ||||
Construction in progress | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Investment in hotel properties, at cost | 44,263 | 18,321 | ||||
Intangible assets | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Investment in hotel properties, at cost | $ 39,954 | $ 10,834 |
INVESTMENT IN HOTEL PROPERTIE_4
INVESTMENT IN HOTEL PROPERTIES, NET - Additional Information (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||||||
Jun. 10, 2022 USD ($) | Jan. 13, 2022 USD ($) shares | Jul. 09, 2021 USD ($) room | Jun. 30, 2022 USD ($) | Mar. 23, 2022 shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 hotel | Sep. 30, 2022 room | Sep. 30, 2022 $ / shares | Sep. 30, 2022 Rate | May 31, 2022 USD ($) room | Mar. 31, 2022 USD ($) | Mar. 31, 2022 hotel | Mar. 31, 2022 room | Mar. 31, 2022 parkingStructure | Mar. 31, 2022 parkingSpace | Mar. 31, 2022 $ / shares | Jan. 13, 2022 hotel | Jan. 13, 2022 room | Jan. 13, 2022 parkingStructure | Jan. 13, 2022 $ / shares | Dec. 31, 2021 | Nov. 02, 2021 parkingStructure hotel | Dec. 31, 2019 USD ($) room | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Consideration transferred to acquire hotel property | $ 925,800,000 | ||||||||||||||||||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | ||||||||||||||||||||||||||||
Redeemable common unit, conversion ratio | Rate | 100% | ||||||||||||||||||||||||||||
Repayments of debt | 468,874,000 | $ 350,916,000 | |||||||||||||||||||||||||||
Incentives and other intangibles | $ 25,642,000 | 25,642,000 | |||||||||||||||||||||||||||
Amortization expenses | $ 1,000,000 | $ 0 | 3,000,000 | $ 0 | |||||||||||||||||||||||||
Residence Inn by Marriott | Steamboat Springs CO | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of guestrooms | room | 110 | ||||||||||||||||||||||||||||
Consideration transferred to acquire hotel property | $ 33,000,000 | ||||||||||||||||||||||||||||
Joint Venture Term Loan | Secured debt | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 410,000,000 | ||||||||||||||||||||||||||||
Series Z Preferred Units | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, dividend rate | 5.25% | ||||||||||||||||||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | ||||||||||||||||||||||||||||
Series Z Preferred Units | Operating partnership | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, dividend rate | 5.25% | ||||||||||||||||||||||||||||
NCI Transaction | Joint Venture Term Loan | Secured debt | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 410,000,000 | ||||||||||||||||||||||||||||
NCI Transaction | Operating Partnership Units | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Redeemable common unit, conversion ratio | 1 | ||||||||||||||||||||||||||||
NCI Transaction | Series Z Preferred Units | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, dividend rate | 5.25% | ||||||||||||||||||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | ||||||||||||||||||||||||||||
NCI Transaction | Hotel Portfolio Acquired In January 2022 | GIC | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Cash contribution to acquire interest in joint venture | $ 185,200,000 | ||||||||||||||||||||||||||||
Expected contribution to joint venture | $ 18,500,000 | ||||||||||||||||||||||||||||
Brickell Joint Venture | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Totaled amount | $ 95,100,000 | ||||||||||||||||||||||||||||
Joint Venture with GIC | Land Parcel In Flagstaff, AZ And Hilton Garden Inn In San Francisco, CA | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of guestrooms | room | 169 | ||||||||||||||||||||||||||||
Aggregate sales price | $ 75,000,000 | ||||||||||||||||||||||||||||
Gain on sale of property | $ 20,500,000 | ||||||||||||||||||||||||||||
Hotels | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of hotel properties | 102 | 3,973 | |||||||||||||||||||||||||||
Number of guestrooms | room | 15,323 | ||||||||||||||||||||||||||||
Consideration transferred to acquire hotel property | $ 917,578,000 | ||||||||||||||||||||||||||||
Hotels | Hotels Owned Through Joint Venture | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
General partner, ownership interest | 51% | ||||||||||||||||||||||||||||
Hotels | Portfolio Purchase Through Contribution And Purchase Agreement | Operating Partnership Units | Operating partnership | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of shares issued in asset acquisition (in shares) | shares | 15,864,674 | ||||||||||||||||||||||||||||
Hotels | Portfolio Purchase Through Contribution And Purchase Agreement | Series Z Preferred Units | Operating partnership | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of shares issued in asset acquisition (in shares) | shares | 2,000,000 | ||||||||||||||||||||||||||||
Hotels | Hotel Portfolio Acquired In January 2022 | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of hotel properties | 26 | 3,533 | |||||||||||||||||||||||||||
Number of guestrooms | parkingStructure | 2 | ||||||||||||||||||||||||||||
Consideration transferred to acquire hotel property | $ 767,056,000 | ||||||||||||||||||||||||||||
Hotels | NCI Transaction | Portfolio Purchase Through Contribution And Purchase Agreement | Tax incentives | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Incentives and other intangibles | 19,800,000 | ||||||||||||||||||||||||||||
Acquired intangible assets, amortization period | 9 years 1 month 6 days | ||||||||||||||||||||||||||||
Hotels | NCI Transaction | Portfolio Purchase Through Contribution And Purchase Agreement | Other Intangible Assets | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Incentives and other intangibles | 3,900,000 | ||||||||||||||||||||||||||||
Acquired intangible assets, amortization period | 19 years 8 months 12 days | ||||||||||||||||||||||||||||
Hotels | NCI Transaction | Portfolio Purchase Through Contribution And Purchase Agreement | Operating Partnership Units | Operating partnership | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of shares issued in asset acquisition (in shares) | shares | 15,864,674 | ||||||||||||||||||||||||||||
Asset acquisition, share price (in dollars per share) | $ / shares | $ 10.0853 | ||||||||||||||||||||||||||||
Hotels | NCI Transaction | Portfolio Purchase Through Contribution And Purchase Agreement | Series Z Preferred Units | Operating partnership | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of shares issued in asset acquisition (in shares) | shares | 2,000,000 | ||||||||||||||||||||||||||||
Hotels | Joint Venture with GIC | Portfolio Purchase Through Contribution And Purchase Agreement | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of hotel properties | hotel | 27 | ||||||||||||||||||||||||||||
Number of guestrooms | parkingStructure | 2 | ||||||||||||||||||||||||||||
Hotels | Joint Venture with GIC | NCI Transaction | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of hotel properties | hotel | 27 | ||||||||||||||||||||||||||||
Number of guestrooms | 3,709 | 2 | 1,002 | ||||||||||||||||||||||||||
Hotels | Joint Venture with GIC | NCI Transaction | Portfolio Purchase Through Contribution And Purchase Agreement | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of hotel properties | hotel | 27 | ||||||||||||||||||||||||||||
Number of guestrooms | 3,709 | 2 | 1,002 | ||||||||||||||||||||||||||
Consideration transferred to acquire hotel property | $ 822,000,000 | ||||||||||||||||||||||||||||
Debt assumed | 335,200,000 | ||||||||||||||||||||||||||||
Repayments of debt | 328,700,000 | ||||||||||||||||||||||||||||
Hotels | Joint Venture with GIC | NCI Transaction | Portfolio Purchase Through Contribution And Purchase Agreement | Operating Partnership Units | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Totaled amount | 157,500,000 | ||||||||||||||||||||||||||||
Hotels | Joint Venture with GIC | NCI Transaction | Portfolio Purchase Through Contribution And Purchase Agreement | Series Z Preferred Units | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Totaled amount | $ 50,000,000 | ||||||||||||||||||||||||||||
Redeemable noncontrolling interest, redemption value | 50,000,000 | ||||||||||||||||||||||||||||
Hotels | Joint Venture with GIC | NCI Transaction | Hotel Portfolio Acquired In January 2022 | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Liabilities assumed in asset acquisition | 6,500,000 | ||||||||||||||||||||||||||||
Hotels | Joint Venture with GIC | NCI Transaction | Hotel Portfolio Acquired In January 2022 | GIC | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Asset acquisition, consideration transferred, cash contribution to escrow | $ 5,900,000 | ||||||||||||||||||||||||||||
Mezzanine Loans | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Initial Purchase Option, ownership percentage | 90% | 90% | |||||||||||||||||||||||||||
Loans funded amount | $ 29,900,000 | $ 29,900,000 | $ 29,900,000 | ||||||||||||||||||||||||||
Mezzanine Loans | Brickell Joint Venture | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Initial Purchase Option, ownership percentage | 90% | 90% | 90% | ||||||||||||||||||||||||||
Exercise price of initial purchase option | $ 89,000,000 | $ 89,000,000 | |||||||||||||||||||||||||||
Initial Purchase Option exercise, expected payments received | 29,900,000 | ||||||||||||||||||||||||||||
Initial Purchase Option exercise, cash payment | $ 7,900,000 | ||||||||||||||||||||||||||||
Mezzanine Loans | Hotels | |||||||||||||||||||||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||||||||||||||||||||||||
Number of hotel properties | room | 264 |
INVESTMENT IN HOTEL PROPERTIE_5
INVESTMENT IN HOTEL PROPERTIES, NET - Summary of Hotel Properties Acquired (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||||
Jun. 10, 2022 USD ($) room | Mar. 23, 2022 USD ($) room | Jan. 13, 2022 USD ($) hotel | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) hotel | Sep. 30, 2022 room | Jan. 13, 2022 room | Jan. 13, 2022 parkingStructure | Dec. 31, 2021 | Dec. 31, 2019 room | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||||
Consideration transferred to acquire hotel property | $ 925,800 | |||||||||
Mezzanine Loans | ||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||||
Initial Purchase Option, ownership percentage | 90% | 90% | ||||||||
Brickell Joint Venture | ||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||||
Initial purchase option | $ 2,800 | |||||||||
Fair value of net assets on transaction date | 6,900 | |||||||||
Transaction costs | 600 | |||||||||
Totaled amount | 95,100 | |||||||||
Intangible assets | 2,000 | |||||||||
Brickell Joint Venture | Mezzanine Loans | ||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||||
Exercise price of initial purchase option | 89,000 | $ 89,000 | ||||||||
Initial Purchase Option exercise, assumption of senior debt | 47,000 | |||||||||
Net consideration payment | $ 42,000 | |||||||||
Initial Purchase Option, ownership percentage | 90% | 90% | ||||||||
Initial Purchase Option exercise, expected payments received | $ 29,900 | |||||||||
Cash payment | $ 7,900 | |||||||||
Second Purchase Option, ownership percentage | 0.10 | |||||||||
Hotels | ||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||||
Number of hotel properties | 102 | 3,973 | ||||||||
Consideration transferred to acquire hotel property | $ 917,578 | |||||||||
Number of parking garages | room | 15,323 | |||||||||
Hotels | Mezzanine Loans | ||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||||
Number of hotel properties | room | 264 | |||||||||
Hotels | Portfolio of properties - twenty-six hotel properties and two parking garages | ||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||||
Number of hotel properties | 26 | 3,533 | ||||||||
Consideration transferred to acquire hotel property | $ 767,056 | |||||||||
Number of parking garages | parkingStructure | 2 | |||||||||
Hotels | Canopy New Orleans | ||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||||
Number of hotel properties | room | 176 | |||||||||
Consideration transferred to acquire hotel property | $ 56,000 | |||||||||
Hotels | AC/Element Hotel | ||||||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||||||
Number of hotel properties | room | 264 | |||||||||
Consideration transferred to acquire hotel property | $ 94,522 |
INVESTMENT IN HOTEL PROPERTIE_6
INVESTMENT IN HOTEL PROPERTIES, NET - Allocation of Aggregate Purchase Price (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Real Estate [Abstract] | |
Land | $ 67,175 |
Hotel buildings and improvements | 751,720 |
Incentives and other intangibles | 25,642 |
Furniture, fixtures and equipment | 82,353 |
Other assets | 5,318 |
Total assets acquired | 932,208 |
Less debt assumed | (382,205) |
Less lease liabilities assumed | (5,100) |
Less other liabilities | (6,233) |
Net assets acquired | 538,670 |
Consideration transferred to acquire hotel property | 925,800 |
Capitalized transaction costs | 3,600 |
Deferred financing cost | 4,600 |
Purchase price | 917,600 |
Asset acquisition, transaction costs | 3,600 |
Intangible assets acquired outside of escrow | $ 11,000 |
INVESTMENT IN HOTEL PROPERTIE_7
INVESTMENT IN HOTEL PROPERTIES, NET - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 10,834 | $ 10,834 |
Finite-lived intangible assets | 29,120 | 0 |
Intangible assets, gross | 39,954 | 10,834 |
Less accumulated amortization | (4,104) | 0 |
Intangible assets, net | 35,850 | 10,834 |
Tax incentives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 19,750 | 0 |
Key money | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 9,370 | 0 |
Air Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 10,754 | 10,754 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 80 | $ 80 |
INVESTMENT IN HOTEL PROPERTIE_8
INVESTMENT IN HOTEL PROPERTIES, NET - Future Amortization Expense Related to Intangible Assets (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Real Estate [Abstract] | |
2022 | $ 1,083 |
2023 | 4,331 |
2024 | 4,296 |
2025 | 1,625 |
2026 | 1,625 |
Thereafter | 12,056 |
Finite-lived intangible assets, net | $ 25,016 |
INVESTMENT IN REAL ESTATE LOA_3
INVESTMENT IN REAL ESTATE LOANS - Schedule of Investment in Real Estate Loans, net (Details) - Real Estate Loan - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Real estate loans | $ 1,500 | $ 2,350 |
Allowance for credit losses | (1,250) | (2,350) |
Investment in real estate loans, net | $ 250 | $ 0 |
INVESTMENT IN REAL ESTATE LOA_4
INVESTMENT IN REAL ESTATE LOANS - Additional Information (Details) $ in Millions | 12 Months Ended | ||||||
Oct. 26, 2022 USD ($) | Sep. 15, 2022 USD ($) loan | Jun. 01, 2021 USD ($) | Jun. 29, 2018 USD ($) contract | Dec. 31, 2019 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 | |
Financing Receivable, Impaired [Line Items] | |||||||
Number of loans received | loan | 1 | ||||||
Number of loans receivable | loan | 2 | ||||||
Holiday Inn and Hilton Garden Inn | Duluth, GA | Disposed of by Sale | |||||||
Financing Receivable, Impaired [Line Items] | |||||||
Aggregate sales price | $ 24.9 | ||||||
Seller-financing loans | |||||||
Financing Receivable, Impaired [Line Items] | |||||||
Financing receivable interest rate | 9% | ||||||
Financing receivable interest rate, payable in cash | 5% | ||||||
Financing receivable interest rate, paid-in-kind | 4% | ||||||
Financing receivable, semi-annual principal payments | $ 0.3 | ||||||
Seller-financing loans | Holiday Inn and Hilton Garden Inn | Duluth, GA | Disposed of by Sale | |||||||
Financing Receivable, Impaired [Line Items] | |||||||
Financing receivable | $ 3.6 | ||||||
Financing receivable, number of second mortgage notes | contract | 2 | ||||||
Financing receivable term | 3 years 6 months | ||||||
Financing receivable interest rate | 7.38% | ||||||
Proceeds from collection of loans receivable | $ 0.6 | ||||||
Seller-financing loans | Holiday Inn and Hilton Garden Inn | Duluth, GA | Disposed of by Sale | Subsequent Event | |||||||
Financing Receivable, Impaired [Line Items] | |||||||
Financing receivable | $ 1.3 | ||||||
Proceeds from collection of loans receivable | $ 0.3 | ||||||
Mezzanine Loans | |||||||
Financing Receivable, Impaired [Line Items] | |||||||
Loans amount | $ 28.9 | ||||||
Increase of funding commitment | 1 | ||||||
Loans funded amount | $ 29.9 | $ 29.9 | |||||
Initial Purchase Option, ownership percentage | 90% | 90% |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Weighted average interest rate for all borrowings | 4.54% | 3.35% |
Interest rate swaps | Designated as hedges | ||
Debt Instrument [Line Items] | ||
Fair value of derivative interest rate | $ 600,000 | $ 400,000 |
Interest Rate Swaps Expiring Between 2023 and 2039 | Designated as hedges | ||
Debt Instrument [Line Items] | ||
Fair value of derivative interest rate | $ 400,000 | $ 400,000 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt, gross | $ 1,481,147 | $ 1,081,315 |
Unamortized debt issuance costs | (12,806) | (11,518) |
Debt, net of debt issuance costs | 1,468,341 | 1,069,797 |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Debt, gross | 287,500 | 287,500 |
Mortgage loans | ||
Debt Instrument [Line Items] | ||
Debt, gross | 158,647 | 163,315 |
Revolving debt | Unsecured debt | ||
Debt Instrument [Line Items] | ||
Debt, gross | 125,000 | 68,500 |
Term loans | Unsecured debt | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 910,000 | $ 562,000 |
DEBT - Fixed-Rate and Variable-
DEBT - Fixed-Rate and Variable-Rate Debt, after Giving Effect to Interest Rate Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Fixed rate debt | $ 791,389 | $ 842,858 |
Fixed rate debt, percentage | 53% | 78% |
Variable-rate debt | $ 689,758 | $ 238,457 |
Variable-rate debt, percentage | 47% | 22% |
Debt, gross | $ 1,481,147 | $ 1,081,315 |
Wholly Owned Properties and Joint Venture Debt | ||
Debt Instrument [Line Items] | ||
Fixed rate debt, percentage | 67% |
DEBT - Fair Value of Fixed-Rate
DEBT - Fair Value of Fixed-Rate Debt not Recorded at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Carrying Value | ||
Debt | ||
Debt | $ 391,390 | $ 442,858 |
Carrying Value | Level 1 | Convertible notes | ||
Debt | ||
Debt | 287,500 | 287,500 |
Carrying Value | Level 2 | Mortgage loans | ||
Debt | ||
Debt | 103,890 | 155,358 |
Fair Value | ||
Debt | ||
Debt | 333,092 | 456,149 |
Fair Value | Level 1 | Convertible notes | ||
Debt | ||
Debt | 241,616 | 300,384 |
Fair Value | Level 2 | Mortgage loans | ||
Debt | ||
Debt | $ 91,476 | $ 155,765 |
DEBT - Senior Credit and Term L
DEBT - Senior Credit and Term Loan Facility (Details) | 1 Months Ended | 9 Months Ended | ||
Jul. 21, 2022 USD ($) | Jul. 31, 2022 | Sep. 30, 2022 USD ($) renewalOption | Dec. 06, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||
Number of extensions | renewalOption | 2 | |||
2018 Senior Credit Facility | Unsecured debt | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 600,000,000 | |||
Additional borrowing capacity | $ 300,000,000 | |||
Line of credit amount outstanding | 200,000,000 | |||
Amount available for borrowing | 400,000,000 | |||
$400 Million Revolver and $200 Million Term Loan | ||||
Debt Instrument [Line Items] | ||||
Term of extension (in months) | 6 months | |||
$400 Million Revolver | SOFR | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 0.10% | |||
$400 Million Revolver | Unsecured debt | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | 400,000,000 | |||
Line of credit amount outstanding | $ 0 | |||
$200 Million Term Loan | SOFR | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 0.10% | |||
$200 Million Term Loan | Unsecured debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 200,000,000 | |||
Amended 2018 Senior Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Conditional additional borrowing capacity | $ 350,000,000 | |||
Minimum | $400 Million Revolver | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 1.40% | |||
Minimum | $400 Million Revolver | SOFR | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 0.25% | |||
Minimum | $200 Million Term Loan | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 1.35% | |||
Maximum | $400 Million Revolver | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 2.40% | |||
Maximum | $200 Million Term Loan | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 2.35% |
DEBT - Term Loans (Details)
DEBT - Term Loans (Details) | 1 Months Ended | 9 Months Ended | |||||
Feb. 15, 2018 USD ($) | May 31, 2022 USD ($) hotel | Sep. 30, 2022 USD ($) hotel | Sep. 30, 2021 USD ($) | Sep. 30, 2022 room | Sep. 30, 2022 | Sep. 26, 2017 USD ($) | |
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 468,874,000 | $ 350,916,000 | |||||
Hotels | |||||||
Debt Instrument [Line Items] | |||||||
Number of hotel properties | 102 | 3,973 | |||||
Hotels | Disposed of by Sale | Hilton Garden Inn - South San Francisco, CA | |||||||
Debt Instrument [Line Items] | |||||||
Number of hotel properties | hotel | 169 | ||||||
2018 Term Loan | Unsecured debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 225,000,000 | ||||||
Additional borrowing capacity | $ 150,000,000 | ||||||
Debt instrument, effective interest rate | 5.29% | ||||||
2018 Term Loan | Unsecured debt | SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Debt basis spread on variable rate | 0.10% | ||||||
2018 Term Loan | Unsecured debt | Minimum | SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Debt basis spread on variable rate | 0.25% | ||||||
Stated interest rate | 1.35% | ||||||
2018 Term Loan | Unsecured debt | Maximum | SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 2.15% | ||||||
2017 Term Loan | Unsecured debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 225,000,000 | ||||||
Repayments of debt | $ 62,000,000 |
DEBT - Convertible Senior Notes
DEBT - Convertible Senior Notes and Capped Call Options (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Aug. 31, 2022 | Jan. 12, 2021 $ / shares | Jan. 07, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Amortization of debt issuance costs | $ 4,238 | $ 3,239 | |||||
Share price (in dollars per share) | $ / shares | $ 8.72 | ||||||
1.50% Convertible Senior Notes | Convertible notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 287,500 | ||||||
Stated interest rate | 1.50% | ||||||
Proceeds from convertible debt | $ 280,000 | ||||||
Interest on convertible debt | $ 1,100 | $ 1,100 | 3,200 | 3,100 | |||
Debt issuance costs | $ 7,600 | ||||||
Amortization of debt issuance costs | $ 400 | $ 400 | $ 1,100 | $ 1,100 | |||
Debt instrument, effective interest rate | 2% | 2% | 2% | 2% | |||
Debt instrument, conversion ratio | 0.0837764 | 0.0834028 | |||||
Conversion price, debt instruments (in dollars per share) | $ / shares | $ 11.99 | ||||||
Conversion price, premium percentage | 37.50% | ||||||
Debt instrument convertible strike price of capped call transactions (in dollars per share) | $ / shares | $ 15.26 | $ 15.19 | $ 15.19 | ||||
Debt instrument convertible strike price of capped call transactions premium percentage | 75% | ||||||
1.50% Convertible Senior Notes | Convertible notes | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, conversion ratio | 0.1146788 |
DEBT - MetaBank Loan (Details)
DEBT - MetaBank Loan (Details) | Jun. 30, 2017 USD ($) hotel | Sep. 30, 2022 hotel |
Debt Instrument [Line Items] | ||
Number of properties that served as collateral for loans | 11 | |
Non-recourse Loan | Metabank | Secured debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ | $ 47,600,000 | |
Stated interest rate | 4.44% | |
Debt instrument, amortization period after interest only payments period | 25 years | |
Number of properties that served as collateral for loans | 3 |
DEBT - Mortgage Loans (Details)
DEBT - Mortgage Loans (Details) $ in Thousands | 9 Months Ended | |||
Aug. 30, 2022 USD ($) Property security | Sep. 30, 2022 USD ($) hotel Property | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Property | |
Debt Instrument [Line Items] | ||||
Debt, gross | $ 1,481,147 | $ 1,081,315 | ||
Number of properties that served as collateral for loans | hotel | 11 | |||
Debt transaction costs | $ 1,166 | $ 160 | ||
Restricted cash reserves | (5,699) | $ 46,275 | ||
Mortgage loans | ||||
Debt Instrument [Line Items] | ||||
Debt, gross | $ 158,647 | $ 163,315 | ||
Number of properties that served as collateral for loans | Property | 10 | 16 | ||
Number of security defeased | security | 3 | |||
Extinguishment of debt | $ 54,900 | |||
Number of unencumbered properties | Property | 9 | |||
Debt transaction costs | $ 600 | |||
Interest payments eliminated | 1,300 | |||
Restricted cash reserves | 20,100 | |||
Write off of deferred debt issuance cost | $ 100 |
DEBT - Joint Venture Credit Fac
DEBT - Joint Venture Credit Facility (Details) | 9 Months Ended | |||
Apr. 29, 2021 | Oct. 08, 2019 USD ($) | Sep. 30, 2022 USD ($) hotel | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1,468,341,000 | $ 1,069,797,000 | ||
Debt instrument, collateral, number of real estate properties available to be contributed | hotel | 11 | |||
Number of properties that served as collateral for loans | hotel | 11 | |||
$75 Million Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 75,000,000 | |||
Debt instrument extension term | 12 months | |||
Difference of basis spread on variable rate | 0.05% | |||
$75 Million Term Loan | Covenant waiver period | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 2.25% | |||
$75 Million Term Loan | After covenant waiver period | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 2.10% | |||
Revolving Credit Facility | $125 Million Revolver | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 125,000,000 | |||
Long-term debt | $ 125,000,000 | |||
Debt instrument extension term | 12 months | |||
Revolving Credit Facility | $125 Million Revolver | Covenant waiver period | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 2.30% | |||
Revolving Credit Facility | $125 Million Revolver | After covenant waiver period | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 2.15% | |||
Line of Credit | $125 Million Revolver | Option One | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 2.15% | |||
Line of Credit | $125 Million Revolver | Option Two | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 2.15% | 5.29% | ||
Line of Credit | Joint Venture Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility, current borrowing capacity | $ 200,000,000 | |||
Credit facility, maximum borrowing capacity | 500,000,000 | |||
Additional borrowing capacity | $ 300,000,000 |
DEBT - Joint Venture Term Loan
DEBT - Joint Venture Term Loan (Details) $ in Thousands | 9 Months Ended | ||||||
Jan. 13, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 hotel | Sep. 30, 2022 room | Sep. 30, 2022 | Dec. 31, 2021 USD ($) | Nov. 02, 2021 parkingStructure hotel | |
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 1,468,341 | $ 1,069,797 | |||||
Hotels | |||||||
Debt Instrument [Line Items] | |||||||
Number of hotel properties | 102 | 3,973 | |||||
Number of guestrooms | room | 15,323 | ||||||
Joint Venture with GIC | Hotels | Portfolio Purchase Through Contribution And Purchase Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Number of hotel properties | hotel | 27 | ||||||
Number of guestrooms | parkingStructure | 2 | ||||||
Joint Venture Term Loan | Secured debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 410,000 | ||||||
Debt, increase of commitments amount | 190,000 | ||||||
Credit facility, maximum borrowing capacity | $ 600,000 | ||||||
Debt extension period | 12 months | ||||||
Long-term debt | $ 410,000 | ||||||
Debt instrument, effective interest rate | 5.91% | ||||||
Joint Venture Term Loan | Secured debt | SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Debt basis spread on variable rate | 2.86% |
DEBT - PACE Loan (Details)
DEBT - PACE Loan (Details) - PACE Loan - NCI Transaction $ in Millions | Mar. 23, 2022 USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 6.5 |
Stated interest rate | 6.10% |
Debt instrument, amortization period | 20 years |
DEBT - Brickell Mortgage Loan (
DEBT - Brickell Mortgage Loan (Details) $ in Thousands | Mar. 23, 2022 | Dec. 06, 2018 | Sep. 30, 2022 USD ($) | Jun. 30, 2022 room | Jun. 10, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Debt Instrument [Line Items] | ||||||
Mortage loan amount | $ 1,481,147 | $ 1,081,315 | ||||
Mortgage loans | ||||||
Debt Instrument [Line Items] | ||||||
Mortage loan amount | $ 158,647 | $ 163,315 | ||||
Brickell Joint Venture | Brickell Mortgage Loan | Mortgage loans | ||||||
Debt Instrument [Line Items] | ||||||
Initial Purchase Option, ownership percentage | 90% | |||||
Mortage loan amount | $ 47,000 | |||||
Debt instrument, amortization period | 25 years | |||||
AC/Element Hotel | Brickell Joint Venture | ||||||
Debt Instrument [Line Items] | ||||||
Initial Purchase Option, ownership percentage | 90% | |||||
AC/Element Hotel | Brickell Joint Venture | Brickell Mortgage Loan | Mortgage loans | ||||||
Debt Instrument [Line Items] | ||||||
Initial Purchase Option, ownership percentage | 100% | |||||
Number of guestrooms | room | 264 | |||||
Debt basis spread on variable rate | 3% | |||||
Brickell Joint Venture | Brickell Joint Venture | ||||||
Debt Instrument [Line Items] | ||||||
Initial Purchase Option, ownership percentage | 10% |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Tenant income | $ 2.4 | $ 0.5 | $ 6.9 | $ 1.5 |
Operating lease weighted average discount rate | 4.79% | 4.79% | ||
Operating lease cost | $ 1 | 0.9 | $ 3 | 2.4 |
Operating cash outflows from operating leases | $ 1 | $ 0.8 | $ 2.8 | $ 2.2 |
Operating lease weighted average remaining lease term | 33 years 6 months | 33 years 6 months | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease remaining term | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease remaining term | 77 years |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 | $ 549 | |
2023 | 1,942 | |
2024 | 1,904 | |
2025 | 1,925 | |
2026 | 1,959 | |
Thereafter | 39,997 | |
Total lease payments | 48,276 | |
Less interest | (22,523) | |
Total | $ 25,753 | $ 17,232 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING - Schedule of Derivative Financial Instruments (Details) - Designated as hedges - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Interest rate swaps | ||
Derivative financial instruments and hedging | ||
Notional Amount | $ 600,000 | $ 400,000 |
Fair Value | $ 17,993 | (15,723) |
Interest Rate Swap Expiring January 31, 2023 One | ||
Derivative financial instruments and hedging | ||
Average Annual Effective Fixed Rate | 1.98% | |
Notional Amount | $ 100,000 | 100,000 |
Fair Value | $ 623 | (1,617) |
Interest Rate Swap Expiring January 31, 2023 Two | ||
Derivative financial instruments and hedging | ||
Average Annual Effective Fixed Rate | 1.98% | |
Notional Amount | $ 100,000 | 100,000 |
Fair Value | $ 615 | (1,629) |
Interest Rate Swap Expiring September 30, 2024 | ||
Derivative financial instruments and hedging | ||
Average Annual Effective Fixed Rate | 2.87% | |
Notional Amount | $ 75,000 | 75,000 |
Fair Value | $ 2,006 | (3,831) |
Interest Rate Swap Expiring December 31, 2025 | ||
Derivative financial instruments and hedging | ||
Average Annual Effective Fixed Rate | 2.93% | |
Notional Amount | $ 125,000 | 125,000 |
Fair Value | $ 4,395 | (8,646) |
Interest Rate Swap Expiring January 31, 2027 | ||
Derivative financial instruments and hedging | ||
Average Annual Effective Fixed Rate | 2.60% | |
Notional Amount | $ 100,000 | 0 |
Fair Value | $ 4,533 | 0 |
Interest Rate Swap Expiring January 31, 2029 | ||
Derivative financial instruments and hedging | ||
Average Annual Effective Fixed Rate | 2.56% | |
Notional Amount | $ 100,000 | 0 |
Fair Value | $ 5,821 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING - Narrative (Details) | 1 Months Ended | |
Jul. 31, 2022 USD ($) arrangment | Sep. 30, 2022 USD ($) position | |
Derivative [Line Items] | ||
Number of interest rate swap in an asset position | position | 6 | |
Interest rate swaps | ||
Derivative [Line Items] | ||
Number of agreements entered into | arrangment | 2 | |
Reclassification from other comprehensive income in next 12 months | $ 6,300,000 | |
Interest rate swaps | Regions Bank | ||
Derivative [Line Items] | ||
Notional Amount | $ 100,000,000 | |
Term of contract (in years) | 6 years | |
Derivative, fixed interest rate | 2.5625% | |
Interest rate swaps | CapitalOne Bank, N.A. | ||
Derivative [Line Items] | ||
Notional Amount | $ 100,000,000 | |
Term of contract (in years) | 4 years | |
Derivative, fixed interest rate | 2.60% |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING - Schedule of Gain or Loss Recognized on Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative instruments, gain (loss) recognized | ||||
Total interest expense in which the effects of cash flow hedges are recorded | $ (17,645) | $ (10,817) | $ (46,202) | $ (32,567) |
Cash flow hedges | Interest rate swaps | ||||
Derivative instruments, gain (loss) recognized | ||||
Unrealized gain (loss) recorded in Other comprehensive income on derivative financial instruments | 16,536 | (138) | 29,560 | 2,743 |
Total interest expense in which the effects of cash flow hedges are recorded | (17,645) | (10,817) | (46,202) | (32,567) |
Cash flow hedges | Interest rate swaps | Interest expense | ||||
Derivative instruments, gain (loss) recognized | ||||
Loss reclassified from Other comprehensive income to Interest expense | $ (171) | $ (2,403) | $ (4,156) | $ (7,087) |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
May 09, 2022 USD ($) | Sep. 30, 2022 vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | shares | 500,000,000 | 500,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Common stock, number of votes | vote | 1 | ||
Preferred stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | ||
Maximum | 2022 ATM Program | |||
Class of Stock [Line Items] | |||
Sale of stock aggregate offering price | $ | $ 200 | ||
Undesignated Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | shares | 89,600,000 | ||
6.25% Series E Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | shares | 6,400,000 | ||
Preferred stock, dividend rate | 6.25% | 6.25% | |
Annual dividend rate per share (in dollars per share) | $ / shares | $ 1.5625 | ||
6.25% Series E Preferred Stock | Maximum | |||
Class of Stock [Line Items] | |||
Ratio for conversion | 3.1686 | ||
5.875% Series F Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | shares | 4,000,000 | ||
Preferred stock, dividend rate | 5.875% | 5.875% | |
Annual dividend rate per share (in dollars per share) | $ / shares | $ 1.46875 | ||
5.875% Series F Preferred Stock | Maximum | |||
Class of Stock [Line Items] | |||
Ratio for conversion | 5.8275 |
EQUITY - Changes in Common Stoc
EQUITY - Changes in Common Stock (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Changes in Common Stock [Roll Forward] | ||
Beginning common shares outstanding (in shares) | 106,337,724 | 105,708,787 |
Common Unit redemptions (in shares) | 5,000 | 31,945 |
Grants (in shares) | 735,371 | 860,910 |
Performance share and other forfeitures (in shares) | (8,272) | (60,823) |
Shares acquired for employee withholding requirements (in shares) | (260,800) | (155,605) |
Ending common shares outstanding (in shares) | 106,893,912 | 106,445,760 |
Annual grants to independent directors | ||
Changes in Common Stock [Roll Forward] | ||
Grants (in shares) | 84,889 | 60,546 |
NON-CONTROLLING INTERESTS AND_2
NON-CONTROLLING INTERESTS AND REDEEMABLE NON-CONTROLLING INTERESTS (Details) | 2 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jan. 13, 2022 $ / shares shares | Mar. 23, 2022 shares | Sep. 30, 2022 hotel room | Dec. 31, 2021 shares | Sep. 30, 2022 room | Sep. 30, 2022 state | Sep. 30, 2022 shares | Sep. 30, 2022 $ / shares | Sep. 30, 2022 Rate | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||||||||||
Redeemable common unit, conversion ratio | Rate | 100% | |||||||||
Number of joint ventures entered into | room | 2 | |||||||||
Number of states in which hotel properties are located | state | 24 | |||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | |||||||||
Joint Venture with GIC | Joint Venture with GIC | ||||||||||
Class of Stock [Line Items] | ||||||||||
General partner, ownership interest | 51% | |||||||||
Series Z Preferred Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, dividend rate | 5.25% | |||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | |||||||||
Preferred stock, redemption term, period | 90 days | |||||||||
Hotels | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of hotel properties | 102 | 3,973 | ||||||||
Number of guestrooms | room | 15,323 | |||||||||
AC/Element Hotel | Brickell Joint Venture | ||||||||||
Class of Stock [Line Items] | ||||||||||
Initial Purchase Option, ownership percentage | 90% | |||||||||
Operating partnership | Series Z Preferred Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, dividend rate | 5.25% | |||||||||
Operating partnership | Hotels | Portfolio Purchase Through Contribution And Purchase Agreement | Operating Partnership Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued in asset acquisition (in shares) | 15,864,674 | |||||||||
Operating partnership | Hotels | Portfolio Purchase Through Contribution And Purchase Agreement | Series Z Preferred Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued in asset acquisition (in shares) | 2,000,000 | |||||||||
Temporary equity, shares issued (in shares) | 2,000,000 | |||||||||
GIC | Joint Venture with GIC | Joint Venture with GIC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Limited partner, ownership percentage | 49% | |||||||||
Joint Venture with GIC | Hotels | Joint Venture with GIC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of hotel properties | hotel | 39 | |||||||||
Number of guestrooms | room | 5,414 | |||||||||
Number of states in which hotel properties are located | state | 9 | |||||||||
Brickell Joint Venture | Brickell Joint Venture | ||||||||||
Class of Stock [Line Items] | ||||||||||
Initial Purchase Option, ownership percentage | 10% | |||||||||
Unaffiliated Third Parties | Operating partnership | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of common units owned (in shares) | 124,797 | 15,984,471 | ||||||||
Limited partner, ownership percentage | 13% | 1% |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - Recurring basis - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Purchase option related to real estate loans | $ 2,800 | |
Level 1 | ||
Assets: | ||
Purchase option related to real estate loans | 0 | |
Level 2 | ||
Assets: | ||
Purchase option related to real estate loans | 0 | |
Level 3 | ||
Assets: | ||
Purchase option related to real estate loans | 2,800 | |
Interest rate swaps | ||
Assets: | ||
Derivative financial instruments | $ 17,993 | |
Liabilities: | ||
Derivative financial instruments | 15,723 | |
Interest rate swaps | Level 1 | ||
Assets: | ||
Derivative financial instruments | 0 | |
Liabilities: | ||
Derivative financial instruments | 0 | |
Interest rate swaps | Level 2 | ||
Assets: | ||
Derivative financial instruments | 17,993 | |
Liabilities: | ||
Derivative financial instruments | 15,723 | |
Interest rate swaps | Level 3 | ||
Assets: | ||
Derivative financial instruments | $ 0 | |
Liabilities: | ||
Derivative financial instruments | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Franchise agreements | ||||
Commitments and contingencies | ||||
Fees related to the agreement | $ 12.7 | $ 7.7 | $ 35.7 | $ 17.7 |
Management Agreements | ||||
Commitments and contingencies | ||||
Fees related to the agreement | $ 4.3 | $ 2.9 | $ 13.1 | $ 6.8 |
Management agreement, term | 25 years |
EQUITY-BASED COMPENSATION - Sto
EQUITY-BASED COMPENSATION - Stock Options (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options term | 5 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options term | 10 years |
EQUITY-BASED COMPENSATION - Tim
EQUITY-BASED COMPENSATION - Time-Based Restricted Stock Awards (Details) - Restricted stock - Time-based restricted stock - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Non-vested at the beginning of period (in shares) | 605,470 | |
Granted (in shares) | 316,643 | |
Vested (in shares) | (259,037) | |
Forfeited (in shares) | (8,272) | |
Non-vested at the end of period (in shares) | 654,804 | |
Weighted Average Grant Date Fair Value | ||
Non-vested at the beginning of period (in dollars per share) | $ 9.98 | |
Granted (in dollars per share) | 9.83 | |
Vested (in dollars per share) | (10.05) | |
Forfeited (in dollars per share) | (10.29) | |
Non-vested at the end of period (in dollars per share) | $ 9.85 | |
Aggregate Current Value | ||
Non-vested outstanding | $ 4,400 | $ 5,909 |
Employees | Prior To 2022 | ||
Aggregate Current Value | ||
Vesting period | 4 years | |
Employees | In 2022 | ||
Aggregate Current Value | ||
Vesting period | 3 years | |
Employees | Period one | Prior To 2022 | ||
Aggregate Current Value | ||
Vesting percentage | 20% | |
Employees | Period one | In 2022 | ||
Aggregate Current Value | ||
Vesting percentage | 25% | |
Employees | Period two | Prior To 2022 | ||
Aggregate Current Value | ||
Vesting percentage | 20% | |
Employees | Period two | In 2022 | ||
Aggregate Current Value | ||
Vesting percentage | 25% | |
Employees | Period three | Prior To 2022 | ||
Aggregate Current Value | ||
Vesting percentage | 20% | |
Employees | Period three | In 2022 | ||
Aggregate Current Value | ||
Vesting percentage | 50% | |
Employees | Period four | Prior To 2022 | ||
Aggregate Current Value | ||
Vesting percentage | 40% | |
Executive officers | ||
Aggregate Current Value | ||
Vesting period | 3 years | |
Executive officers | Period one | ||
Aggregate Current Value | ||
Vesting percentage | 25% | |
Executive officers | Period two | ||
Aggregate Current Value | ||
Vesting percentage | 25% | |
Executive officers | Period three | ||
Aggregate Current Value | ||
Vesting percentage | 50% |
EQUITY-BASED COMPENSATION - Per
EQUITY-BASED COMPENSATION - Performance-Based Restricted Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Director stock | ||
Number of Shares | ||
Granted (in shares) | 81,655 | |
Weighted Average Grant Date Fair Value | ||
Granted (in dollars per share) | $ 9.43 | |
Restricted stock | Minimum | Executive officers | ||
Aggregate Current Value | ||
Number of shares may earn, as multiple of shares granted | 0% | |
Restricted stock | Maximum | Executive officers | ||
Aggregate Current Value | ||
Number of shares may earn, as multiple of shares granted | 200% | |
Restricted stock | Performance-based restricted stock | ||
Number of Shares | ||
Non-vested at the beginning of period (in shares) | 1,002,866 | |
Granted (in shares) | 306,435 | |
Vested (in shares) | (302,327) | |
Non-vested at the end of period (in shares) | 1,006,974 | |
Weighted Average Grant Date Fair Value | ||
Non-vested at the beginning of period (in dollars per share) | $ 11.92 | |
Granted (in dollars per share) | 12.26 | |
Vested (in dollars per share) | (12.81) | |
Non-vested at the end of period (in dollars per share) | $ 11.76 | |
Aggregate Current Value | ||
Non-vested outstanding | $ 6,767 | $ 9,788 |
EQUITY-BASED COMPENSATION - Equ
EQUITY-BASED COMPENSATION - Equity-Based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Compensation expense to be recognized | |||||
Total | $ 9,604 | $ 9,604 | |||
2022 | 1,376 | 1,376 | |||
2023 | 4,874 | 4,874 | |||
2024 | 2,918 | 2,918 | |||
2025 | 436 | $ 436 | |||
New Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 3,234 | ||||
Granted (in dollars per share) | $ 9.94 | ||||
Director stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 81,655 | ||||
Granted (in dollars per share) | $ 9.43 | ||||
Corporate general and administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation expense | 1,231 | $ 1,892 | $ 7,070 | $ 5,861 | |
Time-based restricted stock | Former Executive Chairman | |||||
Compensation expense to be recognized | |||||
Additional stock-based compensation expense | $ 1,300 | ||||
Director stock | Corporate general and administrative | Director stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation expense | 0 | 0 | $ 802 | 583 | |
Time-based restricted stock | Time-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 316,643 | ||||
Granted (in dollars per share) | $ 9.83 | ||||
Compensation expense to be recognized | |||||
Total | 4,610 | $ 4,610 | |||
2022 | 650 | 650 | |||
2023 | 2,315 | 2,315 | |||
2024 | 1,435 | 1,435 | |||
2025 | 210 | 210 | |||
Time-based restricted stock | Time-based restricted stock | Former Executive Chairman | |||||
Compensation expense to be recognized | |||||
Additional stock-based compensation expense | 400 | ||||
Time-based restricted stock | Time-based restricted stock | Corporate general and administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation expense | 566 | 891 | $ 1,806 | 2,399 | |
Performance-based restricted stock | Time-based restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 306,435 | ||||
Granted (in dollars per share) | $ 12.26 | ||||
Compensation expense to be recognized | |||||
Total | 4,994 | $ 4,994 | |||
2022 | 726 | 726 | |||
2023 | 2,559 | 2,559 | |||
2024 | 1,483 | 1,483 | |||
2025 | 226 | 226 | |||
Performance-based restricted stock | Time-based restricted stock | Former Executive Chairman | |||||
Compensation expense to be recognized | |||||
Additional stock-based compensation expense | $ 900 | ||||
Performance-based restricted stock | Time-based restricted stock | Corporate general and administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation expense | $ 665 | $ 1,001 | $ 4,462 | $ 2,879 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 210,000 | $ 695,000 | $ 4,647,000 | $ 1,075,000 |
Unrecognized tax benefits | $ 0 | $ 0 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash payments for interest | $ 39,901 | $ 29,384 |
Accrued acquisitions and improvements to hotel properties | 7,458 | 1,777 |
Cash payments for income taxes, net of refunds | 2,627 | 526 |
Debt assumed to complete acquisition of properties | 382,205 | 0 |
Assumption of leases and other assets and liabilities in connection with the acquisition of a portfolio of properties | 9,206 | 0 |
Conversion of a mezzanine loan to complete acquisition of hotel properties | 29,875 | 0 |
Exercise of purchase option to complete acquisition of hotel properties | 2,800 | 0 |
Non-controlling contribution to complete an acquisition of hotel properties | 6,922 | 0 |
Non-controlling interests in operating partnership issued to complete acquisition of a portfolio of properties | 157,513 | 0 |
Redeemable non-controlling interests in operating partnership issued to complete acquisition of a portfolio of properties | $ 50,000 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |||
Oct. 28, 2022 $ / shares | Oct. 26, 2022 USD ($) a | Jan. 13, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock cash dividend (in dollars per share) | $ / shares | $ 0.04 | ||||
Joint Venture | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Percentage of equity interest in a joint venture | 90% | ||||
Cash payments to acquire businesses | $ 4.5 | ||||
Business combination, valuation | $ 5 | ||||
Area of land acquired | a | 6.4 | ||||
Payments to acquire land | $ 0.7 | ||||
Land valuation | 0.8 | ||||
Joint Venture | Subsequent Event | Maximum | |||||
Subsequent Event [Line Items] | |||||
Additional contingent consideration | $ 1.8 | ||||
6.25% Series E Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, dividend rate | 6.25% | 6.25% | |||
6.25% Series E Preferred Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Cash dividends declared, preferred stock (in dollars per share) | $ / shares | $ 0.390625 | ||||
Preferred stock, dividend rate | 6.25% | ||||
Series F Cumulative Redeemable Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, dividend rate | 5.875% | 5.875% | |||
Series F Cumulative Redeemable Preferred Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Cash dividends declared, preferred stock (in dollars per share) | $ / shares | $ 0.3671875 | ||||
Preferred stock, dividend rate | 5.875% | ||||
Series Z Preferred Units | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, dividend rate | 5.25% | ||||
Series Z Preferred Units | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Cash dividends declared, preferred stock (in dollars per share) | $ / shares | $ 0.328125 | ||||
Preferred stock, dividend rate | 5.25% |